SALE AND PURCHASE CONTRACT

Used Rail Tracks R50-R65

The company xxxxxxxxxxxxxxx. hereinaIter reIerred to as "Buyer" on the one hand and XXX
hereaIter reIerred to as the "Seller",

CONTRACT NUMBER: xxxxxxxxxxxxx

COMPANY :
ADDRESS :
E-MAIL :
TELEPHONE :
FAX :
U.K :

REPRESENTED BY : xxx

HereinaIter called the SELLER and

The Buyer

COMPANY :
ADDRESS :
:
:
E-MAIL :
TELEPHONE :
FAX :

REPRESENTED BY :

OR HereinaIter called the "BUYER

Whereas: the Buyer agrees to buy and the Seller agrees to sell the under mentioned commodity
speciIied below subiect to the Iollowing terms and conditions:

1) THE COMMODITY :
a) Commodity : Used Rail Tracks- R-50/ R65, halI oI which shall be CUT TO 1 OR 15
METERS IN LENGTH
b) SpeciIications: No heavy rust The Used Rail Tracks are clean without slag, dross,
trash, wood, plastic, alloy, prohibited goods Non- Metal impurities total 1 (One Percent) or
Less- no Radiation Mn: 05 15; C: 01 0; Si: 01 055; S: 005Max; P: 0035Max;
AS: 001 Max oI Mass Share; AND Cr: Residual

) "UANTITY :
Quantity oI 00,000 metric tons (MT) Used Rail Tracks per month Ior
Twelve (1) MONTHS (TOTAL OF 000,000 MT)
DELIVERY AND DESTINATION PORT:
a) Quantity oI 00,000 metric tons oI USED RAIL SCRAPS per month Ior 1 months
b) Destination Port: ASWP
c) The Seller shall deliver the goods under delivery oI conditions: CIF Cost Insurance and Freight in
accordance with INCOTERMS-000
d) Goods will be shipped within 0 days oI date oI contract and swiIt ProoI oI Funds via MT to the
seller Financier Bank according to the seller Iinancier Bank verbiage below in this contract

PRICES /CONTRACT AMOUNT:
a) Unit Price: USD 000.00 per Metric Ton X 00,000 MT PER MONTH OF THE SAID MATERIALS -
CIF mode
b) Total Contract Amount USD ($00.000.00 TOTAL FOR THE 12 MONTHS

5 CONTRACT DURATION:
a) The period oI contract is TWELVE (12 MONTHS WITH ROLL OVER EXTENSIONS

6 PRODUCT ORIGIN AND LOADING SEAPORT:
a)

b )UNLOADING PORT:
Buyer choice of seaport

7 PAYMENT TERMS:
AIter signing the Contract, the Buyer`s Bank issue ProoI oI Iunds swiIt it by MT/BCL to Seller`s
Financial Bank through a prime Bank according to seller Financier Bank ProoI oI Iunds verbiage below
in this contract, Shipment commence and Buyer Bank Transfer 90% on arrival at the
port of discharge and 10% at the end of weighing.


The following documents required after shipment:

a) Full set (3/3) oI original Clean On-Board` Bills oI Lading made out to order and marked 'Freight
Prepaid, name oI the carrying vessel The bill oI Lading issued by a Prime vessel veriIiable carrier
ManiIest issued by Sea vessel carrier A switch BL shall be provided by the Seller
b) Commercial invoice issued by seller: 3 originals and 3 original copies showing Contract Number, B/L
number, name oI the carrying vessel, description oI goods, unit price, total amount, gross/net weights oI
the goods
c) Insurance certiIicate covering mm 110 oI the cargo value

d) Packing list with gross/net weights oI the goods
e) CertiIicate oI origin issued by Chamber oI Commerce / Seller
I) Standard Quality CertiIicate issued by SGS certiIying that the shipment meets the quality requirements
oI the Contract
g) Shipping Company certiIicate weight slip






9 SELLER`S BANK INFORMATION
Bank Name:
Bank Addreess:
Account name:
Account Number:
Swift/Sort Code:
Bank Phone No.:
Bank Fax No.:

BUYER`S BANK INFORMATION

BANK NAME: :
ADDRESS :
SWIFT CODE :
ACCOUNT NO :
ACCOUNT NAME :
TEL :
FAX :


10) INSPECTION:
a) The quantity and quality oI goods at the loading port will be conIirmed on a certiIicate/DraIt Survey
report issued by the independent international survey company 'Bureau SGS, Verities Seller`s expense
b) Buyer is allow to make a visit Ior an inspection beIore shipment commence and aIter signing the
contract and open) ProoI oI Iunds to the seller Iinancier Bank via MT/BCL

11) CONFIDENTIALITY AND NON-CIRCUMVENTION:
a) The Buyer and the Seller and all Parties involved in the Contract shall respect the conIidentiality oI this
Contract and agree to maintain in strict conIidence

b) The Buyer and the Seller hereby accept to the provisions oI ICC Non-Circumvention and Non-
Disclosure Agreement with regard to all Patties involved in this transaction

C) The Parties shall not in any manner whatsoever solicit nor accept business Irom sources or their
aIIiliates that are made available by the other party to this agreement, at any time, without the prior
written permission oI the Party which made the source available

d) The Parties shall maintain complete conIidentiality regarding each others business sources or their
identities and shall disclose such only to named Parties pursuant to express written permission oI the
Party that made the source available

e) The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any
Party involved in any oI the transactions the Parties are desiring or entering into and to the best oI their
ability and assure each other that the original transaction codes established will not be altered or changed

I) The parties recognize the contract to be an exclusive and valuable contract oI the respective Party and
they shall not enter into direct negotiations with such contracts revealed by the other party

g) In the even circumstances by any party whether directly or indirectly, the circumvented Party shall be
entitled to legal monetary penalty as damages, equal to the maximum amount is should make Irom such
transaction and any and all expenses including but not limited to legal Iees that would be involved in the
recovery oI said damages The circumventing Party renounces to any right that he may have to claim a
reduction oI this amount

1) EFFECTIVENESS OF CONTRACT AND MISCELLANEOUS:
a) Correspondence in the course oI the ordinary administration oI the contract such as but not limited to
notiIication oI anticipated delivery dates might be sent by Iax, any electronic means or mail
b) All Appendices ate the integral parts oI the Contract and shall have the equal Iorce as the Contract
itselI The Contract and its Appendices determine exclusively the rights and obligations oI the Buyer and
the Seller Ior the perIormance oI the Contract
c) All amendments, supplements and alterations to the terms and conditions oI the Contract shall be made
in written Iorm(s) and signed by the authorized representatives oI both parties to become the integral
part(s) oI the present Contract and shall have the equal Iorce as the Contract itselI
d) AIter signing oI this Contract by both parties, all previous verbal and/or written agreements concerning
to the subiect oI this Contract should be considered null and void
e) This contract shall come into eIIect when the Buyer and Seller have both initialed and signed the
present document and its appendices
I) The validity oI this contract start aIter receiving the LOI letter Irom the buyer

IN WITNESS HEREOF, both the Buyer and the Seller hereby, aIIix their signatures, accepting all the
terms and conditions as contained in this Contract This Contract is made out in two originals one to be
held by each party

For and on behalI oI
THE SELLER: THE BUYER:


. --------------------------------------------










-------------------------- ---------------------------------
Name: Name :
Title: Title :
Date: Date :
Passport No: Passport No:





Procedures:
A. Buyer receive SCO,LOI signed and stamp
B. Seller send Draft Contract to buyer, buyer sign the contract and return
back to seller to counter signed
C. Buyer Bank open Proof of Funds via MT799/BCL to seller Financier Bank
to enable seller financier Bank to Finance the shipment.
D. Seller financier Bank sends Proof of Products to buyer Bank (Bank to
Bank)
E. Seller commences Loading and shipment on confirmation of the Proof of
Funds.
F. Payment of the goods, by delivery of documentation in home port.

PROOF OF FUNDS VERBIAGE:
MT VERBIAGE
ROOF OF FUNDS) BY MT/BCL
FROM:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
ACCOUNT NAME:
ACCOUNT NO:
AMOUNT: USD $ XX,000,00000
CURRENCY: UNITED STATE DOLLARS
TO:
ADDRESS:
SWIFT CODE:
BANK OFFICER:
PHONE NO:
Account NAME:
Account NO:
Iban # :
WE, THE BANK NAME XXXXXXXXXXXXXXXXXXXXXXX, HAVING AN ADDRESS AT BANK
ADDRESS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXX , HEREBY CONFIRM WITH FULL BANK
RESPONSIBILITY
THAT OUR CLIENT (ACCOUNT HOLDER DETAILS) ON DEPOSITS WITH OUR BANK UNDER
THEIR SOLE SIGNATURE IN ACCOUNT NO (XXXXXXXXXXX) ON THE SUM OF US$ XX,000,00000
AMOUNT IN WORDS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX UNITED STATES
DOLLARSTHESE FUNDS ARE CLEAN, CLEARED,OF NON-CRIMINAL ORIGIN AND ARE FREE OF ANY
LIENS AND
ENCUMBRANCES AND ARE AVAILABLE TO THE CLIENT WITHOUT ANY RESTRICTIONS
FURTHER THIS LETTER CONFIRMS THAT WE HAVE PLACED AN ADMINISTRATIVE BLOCK ON
THIS FUND IN FAVOUR OF (THE FINANCIER) WITH ACCOUNT #: XXXXXXXXXXXXXX FOR A
PERIOD OF MONTHS, AND THE FUNDS WILL REMAIN UNENCUMBERED DURING
THIS PERIOD THIS INSTRUMENT IS VERIFIABLE & CONFIRMABLE BY RESPONSIBLE BANK
INQUIRY
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL
CODE AS IT PERTAINS TO SUCH CREDITSFOR AND ON BEHALF OF,
THE ISSUER (BANK NAME AND ADDRESS)