F.O.

B SALE AND PURCHASE AGREEMENT

Buyer :

Seller :

Seller Bank Details :

Bank –
Branch / Address –
Bank tel –
Bank fax-
Bank Swift code –
Bank IFSC/RTGS code –
Account Number-
Account holder-
Bank contact person –

This sales purchase contract made and entered into this day dated XX/XX/09 by and
between the Buyer and Seller, whereby the Buyer agrees to buy and the Seller agrees to
sell under mentioned goods in the terms and conditions set forth in this contract as
hereunder:

Clause 1.Definintion

In this contract, the following term shall, unless otherwise specifically defined, have the
following meanings:
Ore means iron ore of India origin .
Metric Tonne means a tonne equivalent to 1000Kilogram .
Wet basis means ore in its natural wet state .
Dry basis means ore dried at 105 degrees .
SGS means societe generale de surveillance
India office .
Clause 2.Commodity

Iron ore fines : 63.50% Bss/ Rejection below 62.50% .

Country of origin : India .
Port of Discharge : Vizag
Contract quantity : 40,000 MT (+/- 10%) on DMT basis

Clause 3. Delivery quantity and delivery period:

The delivery quantity shall be min/ avg 2000MT +/- PWWD , upto min 40,000 MT (+/-10 %)
DMT at buyers plot inside Vizag port . The dumping into port/plot will start within 50
wkng hrs from the date of signing this contract.
Clause 4. Guaranteed specifications:

CHEMICAL COMPOSITION (ON DRY BASIS)

BssGuaranteed Rejection
Fe 63.50% Below 62.50%
Sio2 3.5% Above 4.0%
Al2o3 3.5% Above 4.0%
S 0.04% Above 0.05%
P 0.05% Above 0.6%
Physical Size (on wet basis):

-10 mm : 90%
+10mm : 10% Max
Below 150 microns : 30% Max

CLAUSE 5 PRICE
Indian iron ore under this contract is priced INR 3,200/- PDMT ( Indian rupees
Three Thousand two Hundred only per dry metric tonne). Price will not be
changed , at any event during the entire execution and performance for the
agreed quantity of 40,000 DMT as per contract . If form “H” provided above
price reduced by 4% as tax @ exempted .

CLAUSE 6. PRICE ADJUSTMENT/penalty

The price of ore stipulated in Article 5 shall be adjusted by
the following bonus/penalties.:
If shipment of Iron Ore does not meet Fe specifications set
forth in the Article 4 then price referred in Article 5 is
subject to adjustments as under :

6.1 Bonus and Penalty

For every 1% Fe above 63.50%, Rs.20 Bonus, fractions pro-rata . For
every 1% Fe below 63.5% upto 62.5% Rs.20 penalty, fractions
prorata .
The material can be renegotiated on base price or rejected if fe
below 62.5% as per buyer .

6.2 Impurities

If the composition of above ore in respect to Alumina (Al2O3), Silica

(SiO2), Sulphur (S) and Phosphorous (P) exceeds the respective
guaranteed maximum as set forth in Article 4 , buyer shall accept
such delivery of ore by penalties of INR 5/- pdmt for every 0.01%
excess of contractual limits , fractions pro-rata.

6.3 Size Penalty

 In the event that the size of ore exceeds the respective
guaranteed maximum as set forth in Article 4, seller shall pay the penalty at INR 20.00
per wet metric ton fractions pro-rata , for each 1% above 10mm in excess 10%.
In the event that the size of ore recedes the respective
guaranteed limit as set forth in Article 4. seller shall pay the penalty at INR 20.00/Wet
metric ton fractions pre-rata for each 1% below 0.15 mm in excess of 30%

6.4 MOISTURE Penalty

If free moisture loss at 105 degrees centigrade as finally determined exceed the guaranteed
maximum referred to in clause 4 , seller shall pay buyer, actual freight
attributable to moisture content over 8% per MT.

Clause 7. Payment mode : At Sight

RTGS of 80% of total cargo value dumped into buyer’s nominated port/plot
, money to be credited within 24 banking hrs from the date/time of completion of
Dumping.after quality analysis 10% with in 24 to 48 hours from date of dumping Rest
10% against BL Copy .

At Sight , for Port/Plot dumping :

Payment shall be made by RTGS transfer of 80% funds out of the total amount of
dumped cargo value at sight , basis railway challans , weighbridge/weighment issuance of quantity ,
transport memos , and provisional invoice raised by seller ,,, thus into seller’s nominated bank
account within a max of 24 banking hrs , as buyer / buyer’s nominated representative witnesses
cargo AT SIGHT . The rest / final 20% must be credited , upon buyer’s receipt of SGS analysis
reports & weightment survey but not to exceed 5 working days from completion of dumping .

Buyer’s representative can be present at weighment site at port whilst entry of cargo & measurement ,
therefore witnessing actual cargo quantity dumped , as issued by port weighment department . Both
parties have access to such department issued bills for actual quantity by port official , and such
document forms basis for quantity calculations .

In any eventuality if the price adjustments thus made of 20% exceeds the said amount ,, seller is
legally bound to refund the calculated adjustment on price ,, this being duly documented / supported
by inspection agency reports of quality and quantity to authenticate buyer’s calculations .

All analysis at destination of supply is to buyer’s cost . All analysis at source of supply is to seller’s
cost .

Incase if the price adjustments after receipt of SGS reports do not exceed the final 20% ,, then buyer
must credit the remaining final amount into seller’s nominated bank account within a max of 24 hrs
from final invoice raised by seller to buyer . All survey reports by inspection agency / s of respective
parties at respective venues must be readily made available to each other within 24 business hours of
receipt of so from agency .

Final invoice to be basis inspection agency & port reports of quality , quantity . .

No documentary credit payment acceptable in either cases . Ground loss is to buyer’s account .
In any eventuality , if the above working finalities fall beyond business hours on a weekday starting
from Monday to Friday , the payment procedural time will begin from 8 am IST, the following day ,
Saturday being a banking day . If working finalities fall on Saturday , beyond business hours ,,
Sunday being a banking holiday,, payment procedural time will commence from 8am IST Monday .
If for any reason Monday falls a banking holiday ,, following day of Tuesday will be considered .
Unless a stated bank holiday for calendar reasons or for force majeure , payment procedural functions
cannot be withheld .

Most documents evidencing the seller’s provisional invoice for 80% will be made available to buyer
prior to delivery/ dumping , so buyer has enough time to keep their calculations ready and handy to
review seller’s invoice once placed ,,, hence buyer must not delay payment time by mere reasons of
their calculations .

Clause 8. Documents :

8.a) Documents required for 80% rtgs payment.

On submission of (i) provisional Invoice (ii) weighbridge receipt (iii)Delivery challan (iii)
Lorry Receipt , 80% should be released by RTGS as per clause-7 .
(If the banking hours are closed RTGS has to be made in the first hour of the subsequent
day as per clause 7). Third party documents except invoice are acceptable . Only
originals accepted and one single photocopy of all documents required .

8.b) Documents required for 20% balance payment.

On submission of satisfactory report from any one of the agencies, SGS, GISCO, TCRC
(or) S.K.Mitra. as provided by buyer and all documents of clause-8.a , 20% payment
should be released subject to price adjustments as stated in clause-7 . Photocopies
allowed except for final invoice . Single copy of all documents required . Third party
documents except invoice are acceptable .

Clause 9.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, because of war, Hostility, military operation of
any character, civil commotions, sabotage, quarantine restriction, acts of
Government, fire, floods, explosions, epidemics, earthquakes, storms, strikes or other
labor trouble which is out of the liability control of Seller, embargoes, then the date
of fulfillment 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 installment 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 one month / 30 days , 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 fulfill its obligations under the present contract must within 2 days / 48
wkng hours of occurrence of any of the causes mentioned in this clause shall inform
the other party of the existence of the termination of the circumstances preventing the
performance of the contract.
Certificate issued by a Chamber of Commerce or any other competent authority /
published notification / any publishment under state law , connected with the cause in
 the state / region of the Seller or the Buyer shall be sufficient proof of the existence
of the above circumstances and their duration.
Non-availability of material will not be an excuse to the Sellers for not performing their obligations
under this contract and will thus be susceptible to pay eventual damages if so claimed
by buyer ..
A delay beyond a month is to be considered as termination of contract and further performance is
subject to renegotiations by both parties .

Clause 10. ARBITRATION

All disputes or differences whatsoever arising between the parties out of or relating to the
construction, meaning and operation or effect of this contract or the breach thereof shall be
settled amicably by friendly negotiations between the two parties. If no settlement can be reached
, a third party arbitrator chosen by both parties and another successive party chosen by the first
arbitrartor , shall be basis for all arbitration of disputes . The decision of the arbitrators shall be
final and binding on the parties. The venue of arbitration proceedings will be India and Indian
territories . Incase the arbitration is beyond the capacity of the arbitrators, then the case in
dispute shall be referred / filed in the court of law / tribunal or a legal bench , in accordance with
the state law / country law , in Hyderabad / Andhra Pradesh/ India .

11.SAMPLING AND ANALYSIS

Sampling & Analysis of cargo shall ascertained by SGS,GISCO, TCRC or S.K.Mitra, G

other Inspection Agency nominated by Buyer, at the Buyers Plot and shall be sole and
whole responsibility of the Buyer. The Cost of such sampling and analysis will be for
Buyer’s account. The analysis thus determined shall be the basis of the Seller’s Final
Invoice.
At the time of Dumping at Buyer’s Plot, SGS, GISCO, TCRC or S.K.Mitra by Buyer shall
take representative samples in accordance with the prevailing standards.
Seller or Seller’s representative shall have the right to be present to such sampling.
Whilst sampling for analysis by SGS,GISCO,TCRC or S.K.Mitra, Inspection Agency ,
the samples taken for the chemical analysis. shall be divided into three (3) equal
parts and sealed, one for the Buyer, one for the seller, and third to be retained for
Umpire purposes.

SGS,GISCO, TCRC or S.K.Mitra by Buyer shall analyze one of the portions for Iron (Fe)
content and other chemical composition on WET basis as set forth in Article 4 as per
Indian standard and shall issue the certificate of such analysis.

Clause 12. CONFIDENTIALITY

It is a fundamental term of this contract that the parties shall not disclose the terms
hereof to any Person, except in so far as disclosure is necessary for the effective
performance by either party of Their respective obligations hereunder.

Clause 13. INSPECTION

By SGS India Pvt. Ltd.or GISCO, or TCRC or S.K. Mitra by Buyer at Buyer’s Plot.

Clause 14. . VALIDATION AND ALTERATION

This contract shall become effective when the duly Authorized Representatives of
Seller and Buyer sign herein. Any / all changes must be made in English .
15. GENERAL PROVISIONS

1. Amendments to the Contract shall be valid only if, agreed in writing and duly
signed by both parties and exchanged in original .
2. Correspondence in the course of the ordinary execution of the contract such as
anticipated delivery/ dumping dates/ time etc will be regularly sent by fax or
mail or email to buyer so that if he desires he may keep his appointee at
weighment .
3. Notices to evoke arbitration or termination of the Contract shall be sent as an
advance fax with an original by prominent courier service and shall be deemed
delivered on the evidence date of the courier deliver.
4. The language of the Contract and all correspondence, notice, invoices,
certificates , shall be in English.
5. ICC INCO terms 2000 apply to this contract.
6. The contract supersedes all prior negotiations, representations and agreements
if any and this is the first agreement between the seller and the buyer for the
sale and purchase of the goods under this contract only .
7. The Contract is drawn up in 2(Two) Originals, each initialed and signed by the
seller/buyer and each one receiving 1 (one) original .
8. Each party’s liability towards each other is limited to the penalties, charges,
damages and remedies expressly stated in this contract.
9. The contract will be signed and exchanged between the seller and the buyer
initially via email , followed by Hard copies.

The fax/e-mail transmission of the contract shall be legal and binding until and unless exchanged in
original.

In witness whereof the parties here to have executed these presents in duplicate at India on this
oct., 09, and the duly authorized representatives of the seller and buyer having signed on this day .
Each party retains one respective copy thereof.

BUYER SELLER

_________________________________ _________________________________
[Authorised Signature] [Authorised Signature]