SELLER’S REPRESENTATIVE / MARKETING ENTITY AND MANDATE
GRW (www.grwglobal.com) / email@example.com is the representative and mandate of Mining Company to introduce Miner’s products & services & to negotiate the terms and conditions on behalf of Miner.
BUYER: ……………………………………………………………………………………………Buyer’s Bank Details: ………………………………………………………………………………………………………………………………………………Address: ………………………………………………………………………………………………………………………………………………………………………………………Buyer’s Representative: …Buyer’s Representative Details:Address: Telephone:
CLAUSE 1: DEFINITIONS.
In this CONTRACT, the following terms shall, unless otherwise defined, have the following meanings:
Business Day: Means days excluding Saturday, Sunday, Public Holidays, and Banking Holidays in Nigeria.DMT: This means a wet Ton minus total water content on a dry basis.Dollars and Cents: Means respectively dollars and cents in lawful currency of the United States of America.Dry Basis: When applied to the Product means the Product dried at 105° Celsius.Wet Basis: When applied to the Product, it is in its natural or moist state.Inspection Company: An International Certification and Surveyor Firm.Ton (MT): This means a metric ton equaling 1.000 Kilograms.USD: Means United States Dollars.WMT: Means a Ton on a wet basis.
CLAUSE 2: COMMODITY.
A. Name of commodity : Lithium Ore B. Country of Origin : NigeriaC. Miner /Exporter : D. Packing : In bulk in ContainerE. Trial Quantity :500MT (+/- 10%), SPODUMENE Lithium OreF. Monthly Quantity : Depends on Buyer request up to 10.000 Tonsa. After trial, minimum LOTS 250MT up to 5000 TONS (+/-10%, at Seller’s option). G. Delivery terms: CFR AWSP /China Main PortsH. Delivery time: For First Trial Shipment: Within 60 days after LC confirmation. Subsequent shipments are every week or every 15 days after LC confirmation.
CLAUSE 3: SPECIFICATIONS FOR LITHIUM ORE.
Product : LITHIUM ORE and LUMPS AS SPECIFIED BELOW:CHEMICAL COMPOSITION OF SPODUMENE (on a dry basis) Li2O : Base 6 % for Spodumene (Rejection if Li2O below 1.2 %)Moisture :8 % maxPHYSICAL PROPERTIES (on a wet basis)Size :0 – 100.0 mm: 95% - 100mm – 125 mm: less than 5%No Radioactive Minerals and No Waste material are accepted.
CLAUSE 4: VALIDITY AND EFFECTIVENESS.
This contract will have a validity of 12 months from the date of signing, with a review at the completion of a possible change in quantities, quality, shipping dates, and PLATTS INDEX prices based on higher material quality. The contract will become effective and enforceable upon receiving the Letter of Credit as outlined above at the Seller´s local bank.
CLAUSE 5: PRICE.
The basic price to open LC for Spodumene Li2O 3% is 1012 USD CFR Main Ports in China.The final Price will be calculated according to the five adjacent days’ average SMM 6% Spodumene price when the ship arrives at the destination port.
CLAUSE 6: PAYMENT TERMS.
1. Letter of Credit: 100% irrevocable, Confirmed, at sight, Non transferable letter of credit (“T/LC”) +10% issued by a prime bank payment against documentary credit delivery per Clause 6D below. (non Transferable LC will be transferred to NIGERIAN MINING COMPANY from its Offshore HK SISTER company which is mentioned in the contract and Another fresh Contract signed between the Buyer and Offshore SISTER Company according to this contract conditions.)
The seller shall be the exporter of the material and will be mentioned on all relevant documents. Furthermore, the SELLER shall ensure that all export permits are ready on time and correctly filled, including the export permit issued by the Mining Authority. The SELLER shall pay all costs for any delays caused by any failure of the export documentation.
B. LC Opening: LC value calculation of $ DMT, OR US$ (per clause 6A above) through the bank within 5 (five) working days after the signing of this contract by both parties.
C. Payment: First payment of 90% of the total value for each shipment shall be payable at the SELLER´S Bank counters against the seller’s presentation of the below documents, as per the unit price stipulated in clause 5A, and calculated as per quality and quantity certificates issued by AN INTERNATIONAL ACCREDITED INSPECTION COMPANY at loading port. The quality and quantity certificates issued by AN INTERNATIONAL ACCREDITED INSPECTION COMPANY shall be the basis for the invoice. The final payment of 10% shall be payable at the Seller´s bank counters against the final presentation of receiving documents at the BUYER´S port of discharge.PARTIAL SHIPMENT AND PARTIAL PAYMENT ARE ALLOWED.
D. SELLER will issue the following documents:• Signed Seller’s Commercial invoice for 100% of the contract value in one (1) original and two (2) copies indicating the value of goods shipped as per clause 7, name of carrying vessel, contract number, number of letters of credit (if applicable). • Full set of Clean on-board Ocean Bill of Lading (3 originals plus 3 non-negotiable copies) made out to order and blank endorsed, marked “FREIGHT PAYABLE AS PER CHARTER PARTY”.• Certificate of Weight and Draft Survey Report or equivalent e-certificate in three (3) originals and two (2) copies issued by the AN INTERNATIONAL ACCREDITED INSPECTION COMPANY showing draft weight survey of quantity shipped, at loading port.• Certificate of Analysis at the loading port in two (2) originals and two (2) copies issued by the AN INTERNATIONAL ACCREDITED INSPECTION COMPANY or equivalent e-certificate indicating the actual result of Chemical Composition, Physical Size, and Moisture as detailed in clause 3 above.• Certificate of Origin issued in 1 original and 1 copy issued by relevant Nigerian governmental authority. (Soft Copy issued by Government and printed by Shipper)• Packing List two (2) originals and two (2) copies issued by the exporter.
Given the documents for the final payments are provided by the Seller, any payment methods shall allow for formats, wording, and contents that may differ from those specified in this clause. The certificate of quality and certificate of weight and draft survey report issued by AN INTERNATIONAL ACCREDITED INSPECTION COMPANY shall be acceptable as it is.
CLAUSE 7: PRICE ADJUSTMENT.https://www.metal.com/Lithium/201906260003
The parties agree that the product is rejected below Li2O 1.2 %. The price of high or low grades of Lithium ore will be calculated according to the formula which is given below. The price calculation of Lithium ores was given below.
A. For Size for Provisional & Final paymentIf the shipment does not meet the physical specifications, the penalty shall be as follows, fractions pro-rata:Lithium Ore:US$ 0.05 per WMT on natural basis fraction pro-rata shall be applied to the total quantities of ore above 100 mm more than 10%
B. Over SizeIf the oversize quantity exceeds the respective guaranteed maximum as outlined in Article 2, the Seller shall pay the penalty at US $ 0.05 Per Wet Metric Ton on natural basis fractions pro-rata shall be applied to the quantities Above 10 mm more than 10%.
CLAUSE 8: WEIGHING.
At the loading port, the operations of weighing shall be carried out using a draft survey by AN INTERNATIONAL ACCREDITED INSPECTION COMPANY LIKE BV, SGS, or CCIC nominated by the Seller and for the Seller’s account. The weight certified by AN INTERNATIONAL ACCREDITED INSPECTION COMPANY at the loading port shall be used for the invoices. The Buyer may at the Buyer’s expense have its representative present during the draft survey.The dry weight shall be determined by deducting the free moisture loss at 105 degrees centigrade determined as per clause 9 at the loading port from the above-wet weight certified by INTERNATIONAL ACCREDITED INSPECTION COMPANY at the loading port.INTERNATIONAL ACCREDITED INSPECTION COMPANY weight certificate at the loading port shall be regarded as final and binding.
CLAUSE 9: SAMPLING AND ANALYSIS.
At the loading port, Seller shall, at Seller's expense, appoint AN INTERNATIONAL ACCREDITED INSPECTION COMPANY LIKE BV, SGS, or CCIC to determine the specifications of ore contained in each shipment and shall provide a certificate showing details of the determination of the percentage of the physical contents and the Volumetric Dry Unit Weight Compacted, as well as the percentage of free moisture loss at 105 degrees centigrade. In performing its task, the INTERNATIONAL ACCREDITED INSPECTION COMPANY shall take a representative sample for sampling and analysis. The sample shall be split into two (2) separate sub-samples, one to perform the analysis and one to be retained by INTERNATIONAL ACCREDITED INSPECTION COMPANY as an umpire sample in a suitable airtight container properly, sealed, and labeled until 60 (sixty) days after the loading of each vessel. Buyers may have their representative present at the time of sampling and analysis to perform independent sampling and analysis at their own expense. If the Buyer decides to perform its independent sampling and analysis, the related costs shall be deducted from the final payment performed by the Buyer.
In case no agreement is found, then either Party may ask to re-analyze the umpire sample taken by INTERNATIONAL ACCREDITED INSPECTION COMPANY during the loading operations and sealed in the presence of the INTERNATIONAL ACCREDITED INSPECTION COMPANY surveyor, the analysis on the umpire sample shall be performed by a mutually agreed inspection company, at the Parties’ mutual cost (50%/50%) and the results thereof shall be final and binding. Sampling and testing will be done by the same internationally accredited companies at the loading port and discharging port.
CLAUSE 10: FORCE MAJEURE.
If at any time during the existence of this contract either Party is unable to perform whole or in part any obligation under this contract, due to the event of Force Majeure, such as war, hostility, the military operation of any character, civil commotion, quarantine restriction, acts of government, fire, floods, explosions, epidemics, strikes, earthquakes, embargoes, then the date of fulfillment of any obligation shall be postponed when such circumstances are operative.
If the operation of such circumstances exceeds three months, either Party will have the right to refuse further performance of the contract. Neither Party shall have the right to claim eventual damages. The Party, which is unable to fulfill its obligations under the present contract, must within 15 days of the occurrence of any of the causes mentioned in this Clause inform the other Party of the existence of the circumstances preventing the performance of the contract. A 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 but necessary proof of the existence of the above circumstances and their duration. Non-availability of material and/or delay in transportation shall not constitute Force Majeure for the Sellers for not performing their obligations under this contract.
CLAUSE 11: ARBITRATION AND GOVERNING LAW.
This contract shall be governed by and construed by Nigerian law.All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning, operation, or effect of this contract or the breach thereof the case shall be determined by arbitration by the London Chamber of Commerce. The decision made by the arbitral tribunal shall be accepted as final and binding upon both parties. Life for arbitration shall be borne by the losing party unless otherwise awarded by the Arbitrator.
CLAUSE 12: TITLE AND RISK.
The title of the material shall pass from Seller to Buyer when goods pass over the ship’s rail at the loading port. All risk of loss of the material delivered shall pass to the Buyer as per Incoterms 2020.
CLAUSE 13: AMENDMENT OF THE CONTRACT.
The contracting parties shall make any amendment or modification to this contract in writing and subject to confirmation.
CLAUSE 14: CORRESPONDENCE.All the documents between the Buyer and the Seller shall be made in English, as may be applicable.
CLAUSE 15: MUTUAL COLLABORATION.
Buyer and Seller agree that they will endeavor to achieve a mutually acceptable solution to any problem that may arise due to any unforeseen circumstances in the spirit of mutual understanding and collaboration.
CLAUSE 16: LIMITATION OF LIABILITY.
Neither the Seller nor the Buyer shall be liable, whether in contract or tort or otherwise, for indirect, consequential, or special damages or losses of whatsoever nature, however, caused. Under no circumstances shall Buyer’s liability exceed the Lithium Ore value as of the date of the ship’s arrival at the destination.
CLAUSE 17: TAXES AND TARIFFS.Any taxes, tariffs, and duties whether existing or new on the Lithium Ore or contained metals or commercial documents relating thereto or on the cargo itself, imposed in the country of origin shall be borne by the Seller.
Any taxes, tariffs, and duties whether existing or new on the Lithium Ore or contained metals or commercial documents relating thereto or on the cargo itself, imposed in the country of discharge and/or the importing country shall be borne by the Buyer.
CLAUSE 18: LICENSES.
The seller undertakes that all the necessary export licenses and all other authorizations required for the Lithium Ore have been obtained (and/or will be obtained) for the entire quantity covered by this contract. Seller furthermore guarantees that such licenses will remain in force for the full life of this contract.
CLAUSE 19: NO ASSIGNMENT.Except when done to its financing bank, neither party may assign the whole or any part of its rights or obligations under this contract to a third party without the prior consent in writing of the other party.
CLAUSE 20: SEVERABILITY.
The invalidity, illegality, or unenforceability of any one or more of the provisions of this contract shall in no way affect or impair the validity and enforceability of the other provisions of this contract.
CLAUSE 21: CONFIDENTIALITY.
The information exchange on the MINING COMPANY and existence of and terms of this contract shall be held confidential by the parties save to the extent that such disclosure is made to a party’s banks, accountants, auditors, legal or other professional advisers, or as may be required by law, a competent court or a liquidator or administrator of a party, or the other party has consented in writing to such disclosure.
CLAUSE 22: TERMINATION.
If Seller or Buyer refuses or fails to execute the contract within the time or schedule agreed by the parties, commits a material breach of its obligations under this contract, and fails to cure such breach within a reasonable time determined by the other party, becomes insolvent, enters voluntary or involuntary bankruptcy or receivership proceeding or makes an assignment for the benefit of creditors, then, in addition to any other rights and remedies it may have under the law, the other party has the right to terminate this contract for default, by written notice to Seller/Buyer.The rights and remedies of the Buyer/Seller provided in paragraph (1) of this article are in addition to any other rights and remedies provided by the Switzerland Law and under the Contract.
To the extent necessary to implement the termination or cancellation under this Article, the parties waive any right or obligation that the other party may now or hereinafter have under any court or other authority to terminate or cancel this contract. Seller and/or Buyer may agree to cancel/suspend the contract after mutual agreement.
CLAUSE 23: NOTICES.
All communications referred to in this contract shall be in writing and shall be sent by registered airmail and/or by e-mail, cable, and fax, to the address given.
CLAUSE 24: ENTIRE AGREEMENT.
This contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous agreements between the parties relating to the subject matter. Each party acknowledges and represents that it has not relied on or been induced to enter this contract by any representation, warranty, or undertaking other than those expressly set out in this contract. A party is not liable to the other party for a representation, warranty, or undertaking of whatsoever nature that is not expressly set out in this contract.
In witness whereof, this contact is made in duplicate on 2023 and the duly authorized representatives of the Seller and the Buyer has signed and sealed on this day and retained one copy each.
______________________________Represented By: Position: Managing DirectorBUYER:
____________________________Represented By: Position: President