SOFT:

Contract No:
This contract is made by and between
............................
..............................
.............................
(“Buyer”)

Whereby Buyer agrees to buy and Seller agrees to sell the under mentioned goods subject to
and in accordance with the following terms and conditions:
1. COMMODITY
Name of Commodity Manganese Ore
Country Of Origin Brazil
Port Of Loading Docas Santana, Brazil
Port Of Destination
Packing Bulk

2. QUANTITY AND DELIVERY PERIOD Quantity

Delivery Schedule
5.240,000 MT (+/ -5% at Buyer’s option) in total, shipment of 45.000MT
45.000MT shall be ready for shipment within 35 days after receipt and accept by the Seller’s
Bank of a workable Letter of Credit (“L/C”) opened by Buyer.
Partial shipment or trans-shipment is not allowed.

3. SPECIFICATIONS

Mn 40% typical, rejection below 38%

Fe 10% max
Al2O3 9.5% max
SiO2 13.00% max
S 0.03% max
P 0.1% max
Cao 1.24% typical
MgO 1.39% typical
Moisture 10.00% max at 105 degrees centigrade
Physical Characteristics 6 – 100 mm - 70% min
and below 6 mm - 30% max

4. PRICE
.
USD$ 170 /DMT FOB Docas Santana, Amapa, Brazil on 40% Mn basis.
For every 1% increase in Mn above 40%, there shall be added USD1, and a reduction in price
of USD1 per DMT shall apply for every 1% decrease in Mn content below Mn 38% to 37%.

5. REJECTION

Buyer reserves the right to reject the goods if Mn content is below 37%.
6. PAYMENT INSTRUMENT AND PERFORMANCE BOND

Within ...........banking days from signing of this contract by both parties, Buyer shall open
an irrevocable, transferable, Confirmed -OperativeDocumentary Letter of Credit (L/C) 100%
at sight in favour of Seller through a first class bank covering 100% of invoice value. The
amount of the L/C is US$...................(.......... Million .........and ...................and 00/100 American
dollars). Seller will advise Buyer a first class bank with SWIFT address to act as a confirming
bank.
Within ................ banking days after receipt by Buyer of a workable L/C, Seller shall open an
Operative Performance Bank Guarantee (“PBG”) issued by Seller’s Bank acceptable to Buyer
and in favour of Buyer in order to guarantee its due performance and observance of all the
terms and provisions of this contract. The amount of the PBG shall be 2% of contract value
(US$........../DMT x 45,000DMT x 2% = US$................................). Once issued the PBG, the
L/C shall be automatically operative.

A. Final Payment

Seller may final 100% of value of cargo to be calculated at the agreed price per dry metric ton
with Manganese unit set out in clause 4 above and dry weight shown by the certificate issued by
mutually agreed independent surveyor (SGS) at loading port with presentation of the following
documents:
1.Commercial invoice in 2 originals and 1 copy for 100% of the cargo value based on dry weight
figure stated in Certificate of Weight issued by SGS at loading port, Mn content and moisture
content figure as per Certificate of Quality issued by SGS at loading port.
2. Full set of original clean on board ocean bills of lading plus 3 non-negotiable copies
3. Certificate of Quality issued by SGS at loading port in 1 original and 1 copy.
4.Certificate of Weight by draft survey issued by SGS at loading port in 1original and 1cp.
5. Certificate of Origin issued by local Chamber of Commerce: in 1 original and 1 copy.

7. TERMS OF SHIPMENT AND SHIPPING ADVICE

The cargo under this contract shall be sold on basis FOB Docas Santana, Amapa, Brazil as
per INCOTERMS 2000. Seller shall pay for all loading charges.
Seller guarantees one safe port, one safe berth at Docas Santana with LOA 200 meters, draft of
minimum 12 meters with entering channel minimum 11.5 meters. Seller shall guarantee and be
responsible that the berth shall be a normal quay berth where the vessel can always approach,
safely lie alongside in the water, load at and sail from, whilst being always afloat and always
accessible at all times at all states of tide and in any weather
Seller shall load cargo at loading port, Docas Santana, Amapa, Brazil at a rate of 8,000 metric
tons per weather working day SATSHINC (Saturdays, Sundays and public holidays included).
Time for loading to count from 08:00 am the next day after the ship tenders NOR (Notice of
Readiness). Notice of readiness is tendered and accepted whether in berth or not, whether in
port or not, whether in free pratique or not, whether passed by customs or not any time day and
night SATSHINC basis. In case shippers can arrange to load before time commences to count,
then full actual time used to count as laytime.
Seller agrees to pay demurrage to Buyer at a demurrage rate to be advised by Buyer to Seller
upon vessel nomination. Buyer agrees to pay despatch to Seller at a rate equals to half of the
demurrage rate. Any demurrage or despatch shall be paid to Buyer or Seller within 20 days
upon completion of loading operations.
Buyer shall send a nomination of the vessel to Seller. Seller will check and confirm that the
vessel is acceptable to loading port and that cargo is ready within 1 working day (8 working
hours) after receipt of the nomination from Buyer.
Seller shall, upon completion of loading, advise the contract number, name of vessel, name and
quantity of commodity, gross/net weight and shipping date to Buyer within 3 (three) working
days by fax or email.

Should Seller fail to load the cargo on board the vessel employed by Buyer upon the vessel’s
arrival to loading port, Seller shall be liable for demurrage, deadfreight and other expenses as
incurred by Buyer as a consequence of such non-performance from Seller’s side.

8. DETERMINATION OF WEIGHT AND QUALITY

QUALITY :
1) The Seller guarantees the shipment of the MANGANESE Ore Fine Ore 40% with rejection
below 38%, and shall be provided with an Inspection Certificate certifying the quality and
quantity at the time of loading.
2) SGS shall analyze the samples for chemical composition, admixture, physical composition of
ore, moisture content, as per Clause 3, shall provide a certificate showing details of
determination.

WEIGHING

3) The Seller shall at his cost, determine the weight of the shipment at the port of loading by
means of draft survey in accordance with international practice, which shall be conducted by
SGS. do Brazil (SGS) only.

9. INSURANCE

Marine insurance shall be arranged by Buyer.

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, because of war, hostility, military operation of any
character, civil commotion’s, sabotage, quarantine restriction, acts of government, fire, floods,
explosions, epidemics, strikes or other labor trouble, 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 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 fulfill its obligations under this contract must within 15 days of
occurrence of any of the causes mentioned in this clause inform the other party of the existence
of the circumstances preventing the performance of this contract. Certificate issued by a
Chamber of Commerce or any other competent authority connected with the cause in the
country of Seller or 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 Seller for not performing
their obligations under this contract.

11. APPLICABLE LAW AND SETTLEMENT OF DISPUTE

All parties agree to refer any disputes between the parties arising out of or in connection with
this agreement including any questions regarding its existence, validity or termination to
arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator shall hold
the proceedings in any country chosen by the parties and the rules of the IAC shall apply. The
arbitration result shall be final and binding upon both parties. And the arbitration cost will be at
the loser’s account.

12. CONFIDENTIALITY

Without Buyer’s prior written consent, Seller shall not advertise or make public or disclose to
any third party the fact that Buyer has contracted to purchase goods or services from Seller or
disclose information relating to this contract, or use the name of Buyer or any of Buyer’s
customers in advertising or other publications.

13. EXPORT LICENSES AND DUTIES

It shall be Seller’s obligation and responsibility to prepare and arrange all export licenses,
permits and other documents required for export of the goods out of the country of origin. Any
costs that may arise for such licenses, permits and documents and any taxes, duties or levies
payable in relation to the sale of the goods by Seller and the export of the goods outside the
country of origin shall be borne by Seller.

All import taxes, duties, levies, dues, etc. on the MANGANESE ore at the discharging port shall
be to the Buyer’s account, including the pertinent import license.

14. TITLE AND RISK

The title in respect of MANGANESE ore being bought shall pass from the Seller to the Buyer at
the moment of settlement of payment from Buyer to Seller by L/C negotiation.
Transfer of title and risk with respect to the MANGANESE Ore Fine, in the shipment shall pass
from SELLER to BUYER when the MANGANESE Ore, has been loaded on board the vessel at
loading port, in accordance to INCOTERMS 2000.

15. MISCELLANEOUS

This contract constitutes the entire agreement between the parties concerning the subject
matter of this contract and shall supersede the terms of other correspondence, undertakings,
agreements and arrangements in respect of the same subject matter, whether oral or otherwise,
made prior to the entering into of this contract.
This contract shall not be amended, supplemented or modified except by a written instrument
signed by the authorized officers of both Seller and Buyer.
In the event that any term or part of this contract shall be held illegal, invalid or unenforceable,
such term or part shall be severed from this contract and rendered ineffective without modifying
or affecting the legality, validity or enforceability of the remainder of this contract.
Time is of essence of this contract. The fax copy or photocopy of this contract has the same
effect in law.

BUYER SELLER

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

.
APPENDIX

BUYER’S COMPLETE BANKING INFORMATION

Company Name:
Company Address:

BANK NAME:
Bank SWIFT:
Bank Account Number:
BANK ADDRESS:
Tel:
FAX:

SELLERS COMPLETE BANKING INFORMATION