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C.M.S CO,.Ltd
SALES & PURCHASE CONTRACT

Contract No.: TH/Z102B

Date: 26- May 2021

THIS AGREEMENT MADE AND ENTERED INTO 26st May 2021

BY AND BETWEEN:

Company name : COPPER MATERIAL SALES.

Address : 75712, Kherson Reg., Skadovskyi Dist. Novomykolaivka
Kirova Ave Ukraine.
Telephone : +380506961896.
Represented by : Garry Bright.

(HEREIN AFTER CALLED “THE SELLER”)

And
Company name:
Address:
Telephone:
Fax:
Email:

(HERE IN AFTER CALLED “THE “BUYER”)

WHEREAS: The seller and buyer, each with full corporate authority, certifies, represents and warrants
that each can fulfill the requirements of this agreement and respectively provide the products and the
funds referred to herein, in time and under the terms agreed to hereafter; and

WHEREAS: The buyer hereby agrees and makes an irrevocable firm contract to purchase a shipment
of 5,000MT (Five Thousand Metric Tons per month) of Copper Cathode Grade A at a purity of
99.98% at the price of $ 6,400 USD /MT for shipments of 60,000MT per year in containers to
Busan,Port Korea and also 5,000MT (Five Thousand Metric Tons per Month) of Copper Cable
Wire(Millberry) at a purity of 99.78% at the price of $ 2,950 USD /MT of 60,000MT per year in
containers to Busan,Port Korea .

WHEREAS: the seller hereby agrees and makes an irrevocable firm contract to Sell a shipment of
5,000MT (Five Thousand Metric Tons per month) of Copper Cathode Grade A at a purity of
99.98% at the price of $6,400 USD /MT for shipments of 60.000MT per year in containers to Busan
Port Korea and also 5,000MT (Five Thousand Metric Tons per month) of Copper Cable
Wire(Millberry) at a purity of 99.78% at the price of $2,950 USD /MT for a shipment of 60,000MT
per year in containers to Busan Port Korea.

WHEREAS: the seller and the buyer both agree to finalize this contract under the terms and
conditions; and the product offered for sale is subject only to the terms and conditions contained in
this contract and strictly confidential between the buyer and the seller and it is therefore agreed as
follows:

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1. Copper Cable Wire(Millberry) 99.78% at a Purity of 99.78%

1.1 Rejection: If Product does not meet the Unique need of the Buyer.
Appendix 1: Specification and Chemical Composition
Wire diameter: 0.30mm, 0.25mm, 0.20mm
Weight/spool: 3 kg, 5 kg, 7 kg, 15 kg, 20kg
Tensile strength: 1000 N/mm2, 900 N/mm2, 500 N/mm2, 450 N/mm2, N/mm2
Min:99.78%Max
Copper:99.9%
Carbon:0.03%
Coblet<o,001
Iron:0.005%
Phophorus:>0,01%
Sulphur:<0,01%
Zinc:0,003%
Packing: (Packaging Size): 25 - 30 Kg loaded in 20-40FT.

1.2 Copper Cathode Grade A Purity 99.98%,

1.2A Rejection: If Product does not meet the Unique need of the Buyer.
Appendix 1.2: Specification and Chemical Composition
Tolerance 5%.
Dimension: 914mm x 914mm x 12mm (approx.) (36″ x 36″ x 0.5″).
Weight of each sheet:125 kg (+/- 1%)
Packaging:Palletized (Banded by Aluminium Bands) Loaded in 20-40FT
Net Weight of each pallet:2Mt (metric ton) (+/- 1%)
Gross Weight of each container 22.20mt (approx.)
Chemical Excluding Ag & Oxygen Components:
Sulphur (S)0.005%Max
Phosphorus (P) 0,003% Max
Iron (Fe) 0,005% Max
Plumb (Pb) 0,005% Max
Zinc (Zn) 0,003% Max

1.3 Country of Shipment is Ukraine.

2. QUANTITY OF GOODS
2.1 The unit of measurement in this contract is Metric Tons (MT)x 12.
2.2 The contracted quantity of goods for shipment is 5,000MT (Five Thousand Metric
Tons per month, x12 Copper cable Wire(Millberry) and 5,000MT (Five Thousand Metric Tons
per month) x12 of Copper Cathode Grade A at a purity of 99.98%
3. QUALITY OF GOODS
3.1 The product object of this contract is Copper Cable Wire(Millberry) 99.78% at a Purity of
99.78%.
and Copper Cathode Grade A Purity 99.98%.
3.2 The goods shall conform to specification and chemical composition in Appendix 1 and 1.2
3.3 Should the quality of the product not conform to the specifications and chemical composition in
Appendix 1, and 1.2 the Buyer can, at Buyer’s sole discretion, elect to reject the product, re-
negotiate a new price or render the contract null and void.

4. DELIVERY AND PRICE TERMS

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4.1 The Seller shall deliver the goods per MT CIF Incoterms in containers to Busan Port Korea.
4.2 Loading Port: Odessa Port Ukraine.
4.3 Destination Port: Busan Port Korea.
4.4 Delivery Time: 5,000MT of Copper Cable Wire(Millberry) 99.78% at a Purity of 99.78%. and
Copper Cathode Grade A Purity 99.98% goods will be shipped within 28 days monthly on a
Confirmed Irrevocable Letter of Credit basis monthly for a period of 12 Months as per the
contract terms.

5. PRICE TERMS
5.1 The price agreed upon for the Copper Cable Wire(Millberry) 99.78% at a Purity of 99.78%.
is USD $2,950MT x12 CIF Busan Port Korea and Copper Cathode Grade A Purity 99.98%
is USD $6,400MT x12 CIF Busan Port Korea.
5.2 The price is on CIF Busan Port Korea.
5.3 The price of the goods includes all costs incurred by the Seller up to and including delivery
Basis CIF port in containers to Busan Port Korea.

6. DELIVERY TERMS AND OBLIGATIONS

6.1 The Seller shall deliver the shipment of 5,000MT x12 of Copper Cathode and 5,000MT x12 of
Copper Cable Wire Scrap more also goods will be shipped within 28 days and on a Confirmed
Irrevocable Letter of Credit basis.
.6.2 All provisions included in the delivery of the Goods will be observed by both Buyer and Seller
herein.
7. DELIVERY AND ACCEPTANCE OF GOODS
7.1 Delivery and acceptance of the goods are executed in accordance with the instrument of the
present contract and transfer of the Bill of Lading to the Buyer and verification at port of
discharge.
7.2 The quantity and quality of the goods delivered by the Seller and accepted by the Buyer is
determined as the quantity and quality indicated in the Bill of Lading, subject to confirmation by
SGS or equivalent inspection at discharge port for shipment.
7.3 Should the quantity and quality on Bill of Lading, SGS/Alex report issued at the loading port and
SGS (or other internationally recognized independent inspection agency) report issued at the
discharge port be at variance, the quantity and quality of the goods per the inspection report by
SGS (or equivalent) at the discharge port will be final.
7.4 Payment for the inspection at the loading port shall be effected at the expense of the Seller.
Payment for the inspection at the discharge port shall be effected at the expense of the Buyer.
7.5 The date of delivery of the goods will be the date of issue of an Assay Certificate, at the port of
delivery that confirms the specifications and chemical composition of the lot as per Appendix 1.
7.6 If the Buyer elects to reject a shipment due to quality non-compliance, Seller agrees to
immediately take over the ownership of the goods and be fully responsible for disposing of the
goods, including all associated costs and risks. Seller will further excuse Buyer from fulfilling
further obligations under this contract. Shall the Seller refuse or delay taking proper actions to
remove the rejected goods after ten days of Buyer rejection, Buyer shall be given the full authority
to auction off the goods in order to pay for any delay and related costs incurred at the destination
after goods rejection.

8. LICENSES
8.1 The Seller has an export license for the exportation of the Goods from Ukraine.
8.2 The Buyer has an import license for the importation of the Goods under the present contract.

9. PAYMENT TERMS, CONDITIONS AND ADJUSTMENTS

9.1 Seller sends draft contract for Buyer’s amendements and signing.
9.2 Buyer signs & returns fully executed contract.
9.3 Within 24-48hrs of the Seller receiving the signed contract.
9.4 Seller Signs the contacts and send a copy back to buyer
9.5 After Buyer confirmes the SPA.

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9.6 Buyer sends a draft LC for verbiage.

9.7 Seller reviews Draft LC and if confirmed gives approval.
9.8 Buy sends LC or SBLC as per contract terms .
9.9 Shipment Starts as per the contract and transportation from warehouse to loading port.
Shipping arrangements will begin. This procédures to be carried out by Seller’s nominated
shipping Agent and handling costs to be borne by seller
1. 9.0 A pre-shipment inspection (Quality, Quantity and Radioactivity) if required by the Buyer plus
a Police clearance to confirm ownership and that material is not from an Illegal source, the Pre-
shipment Inspection will be conducted by an international inspection company at the loading port
AND will clearly state that the cargo is Copper Cable Wire(Millberry) 99.78% at a Purity of
99.78% and Copper Cathode Grade A Purity at 99.98%.
2. However, it MUST be paid for by the Seller.

10. DOCUMENTS REQUIRED FOR PAYMENT

Seller will send the following documents to Buyer (as below stated) after the departure of the
shipment, at the discharge port to perform quantity and quality inspection and Clearance of the Busan
Port Korea Customs upon the shipment arrival.

The seller promise that:

1, The name of the “shipper” in B/L will make on ………… ………; the name of the “consignee”
make as Article 10.1 mentioned.
2, The name of the Article 10.3; 10.4; 10.5 (below documents in blue) should make on “………..
…………..” Only.

Buyer’s contact person’s address for receiving the copies of shipping documents :
………... ................

Shipping Documents be sent to buyer:

10.1 2 original and 2 copies Clean on Board Ocean Bills of Lading (B/L), indicating xxxxxxxxxxx
C/O………….” as the “Shipper”. Indicating XXXXX buyer’s names as “Consignee” as below
states:
10.2 2 Original and 2 copies Commercial Invoice
10.3 1 Original and 2 copies Certificate of Origin
10.4 1 Original and 2 copies Certificate of weight and quality, including full chemical analysis
issued by SGS or Independent Surveyor at loading port
10.5 1 Original and 2 copies Packing List
10.6 1 Original and 1 copies Certificate of Weight and Quality issue by SGS at unload port.
10.7 First Class Marine Insurance indicating “Consignee” as beneficiary covers ONE HUNDRED
AND TEN PERCENT (110%) of the value of the shipment, including marine transportation
ALL RISKS and WAR RISKS and STIKE RISKS. showing claims payable at China in
currency of USD.

11. PACKING AND MARKINGS:

The goods shall be loaded in 20-40 FT containers by seller.

Each package shall contain the following information:

11.1 Gross Weight
11.2 Net Weight

12. SHIPMENT
Both parties agree to enter into an agreement for a shipment of 5,000 MT X 12 Months of Copper
Cable Wire(Millberry) at a purity of 99.78% and Copper Cathode Grade A Purity 99.98%,

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13. FORCE MAJEURE

13.1 Both sides in this contract will be exonerated from their obligations in case of force Majeure
event.
13.2 Force Majeure is understood as per provisions under ICC Force Majeure Clause 2001 and means
any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities,
wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest,
government embargoes, or other unforeseeable actions occurring before and after the conclusion
of this contract and outside the reasonable control and which cannot be avoided by the reasonable
diligence that could delay or prevent the performance of either sides obligations in this contract.
13.3 The party to this contract whose performance of this contract is prevented by a Force Majeure
event must notify the other party within 7 (seven) days of knowing of occurrence, which notice is
to be confirmed by a certificate issued by the local chamber of commerce and industry, including
particulars of the event and expected duration. Failure to submit such a notification with the
required time frame will prevent the parties’ exoneration from contractual obligations under
Force Majeure.
13.4 The performance of either party’s obligation will be such a case postponed with the period of the
existence of the Force Majeure event plus a reasonable period to remobilizing production and
shipping. No penalty shall be payable for the duration of this delay.
13.5 Should the delay caused by a Force Majeure event last more than 1 (one) month the sides will
attempt to agree measure to allow contract to continue. Should such an agreement not to be
reached within 30 (thirty) days from the date of certified Force Majeure event; the sides are
entitled to terminate the contract.

14. LAW AND ARBITRATION

The contract shall be governed by and construed in accordance with the laws of Ukraine. All
disputes arising out of the performance of, or relating to this contract, shall be settled amicably
through negotiation. If the parties have not reached a resolution within sixty (60) days of the
commencement of such negotiations, the dispute shall then be submitted to Ukraine in
accordance with its arbitral rules. The arbitration shall take place in Ukraine and English
language shall be used. Any arbitral award shall be final and binding upon both parties.

15. CONTRACTED PARTIES DETAILS

Alternative corporate bank accounts: Due to the different banking regulations and practices
around the world, various banking instruments are accepted by some banks in some countries and
not accepted by others. Depending upon the financial instrument finally issued by the Buyer to
the Seller, in order to facilitate the transaction, it may be necessary for the Seller and Buyer to use
a bank other than that originally designated. It is Seller’s and Buyer’s respective responsibilities
to ensure the other party is properly and timely notified of any bank changes and correctly
provided with the accurate bank information. Failure to do so by one party will exempt the other
party from any responsibility for delaying the fulfillment and completion of the transaction.

16. NON-CIRCUMVENTION AND NON-DISCLOSURE

The parties accept and agree to the provisions in ICC Publication No. 619, ICC Model Occasional
Intermediary Contract with regards to all and everyone of the parties, including intermediaries,
involved in this transaction and contract, additions, renewals, and third party assignments, with full

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reciprocation for a period of (2) Two years from the date of execution of this contract. This clause is
extensive to all subsidiaries and or affiliated companies. It is further agreed that any information of
buyer and seller contained in this agreement is to be held in the strictest confidence, and any violation
of which will resolute in the immediate cancellation of this agreement. The parties in the MFPA, if
any, are also bound by the same terms and subject to the provisions in ICC Publication No. 619 ICC
Model Occasional Intermediary Contract with regards to all and everyone of the parties, including
intermediaries, involved in this transaction and contract, additions, renewals, and third party
assignments, with full reciprocation for a period of (2) Two years from the date of execution of this
contract

17. GOVERNING LAW AND JURISDICTION:

This document shall be governed & construed in accordance with Ukrainian Law.

18. LANGUAGE USED

The English language shall be used.

19. AUTHORITY TO EXECUTE THIS CONTRACT

SELLER
Company Name: COPPER MATERIAL SALES.
Seller’ Representative: Garry Bright.

___________________________
Authorized Signature
Date:

BUYER
Company Name:
Buyer’s Representative:

_____________________________
Authorized Signature
Date:

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-End of Document-

SALES & PURCHASE CONTRACT