Contract number GH/0120/2020

(SPA)
DRAFT (02/09/2020) SALE AND PURCHASE AGREEMENT FOR COPPER CATHODE

Date: 17th Aout 2020 AGREEMENT No: GH/0120/2020

This Agreement is made between the Seller and the Buyer for

COPPER CATHODE

Whereas, the parties mutually accept to refer to the General Terms and Definitions, as set out by the
INCOTERMS Edition 2010 with latest amendments, having it’s terminology fully understood and
accepted:

Whereas the Seller,

Company name; ASHA MOHAMMED UMER COMPANY
Address: Federal republic of Ethiopia-main -Region Dire  Dawa urban Kebele n.02
E-mail address: umerashamehemmed@gmail.com.
Telephone: +251937920554
Registration number of the company:67/1997
VAT-Identification number: 0001310764
Represented By: ASHA MEHEMMED UMER
Title: President/CEO
Passport number: EP5692868
Contact person: WALLED MOHAMMED NASR MOHAMMED
Title: General Manager of the company
Passport number: 06365171
Telephone/mobile/what’s app: +251937920554
E-mail: umerashamehemmed@gmail.com

WE ASHA MOHAMMED UMER COMPANY, hereby confirms that it is ready, willing and
able, to sell the Product as per the specification, in the quantity and for the price as set out in the
terms and conditions as stated below and have agreed to sell to the Buyer, which representation is
made with full corporate authority and responsibility. The goods Cu cathodes are not from criminal
origin and are free of any burdens.

Which will be indicated on the pro-forma invoice and on the Seller's invoice, fully and without
reservations, accepting and jointly and severally committing to; fulfill and comply with all the
provisions, conditions and arrangements specified in this Contract concluded by the Seller and the
Buyer in this Contract, committing itself to be liable in full for losses caused by the Seller's actions.

Whereas the Seller,

Company name; ASHA MOHAMMED UMER COMPANY
Address: Federal republic of Ethiopia-main -Region Dire  Dawa urban Kebele n.02
E-mail address: umerashamehemmed@gmail.com.
Telephone: +251937920554
Registration number of the company:67/1997
VAT-Identification number: 0001310764
Represented By: ASHA MEHEMMED UMER
Title: President/CEO
Passport number: EP5692868
Contact person: WALLED MOHAMMED NASR MOHAMMED
Title: General Manager of the company
Passport number: 06365171
Telephone/mobile/what’s app: +251937920554
E-mail: umerashamehemmed@gmail.com

AND

Whereas the Buyer,

Company name: Agofin sistemi d.o.o.
Address: Cankarjeva 16 5000 Nova Gorica Slovenija
Telephone: +38653330478
E-mail address: agofinsistemi@siol.net
Registration number of the company: 3501256000
VAT-Identification No.: SI84152419
Represented By: Milos Kodre
Title: CEO General-Manager
Passport number: 1504963500272
Mobile/What’s App: +386 51 617 867

WE AGOFIN SISTEMI D.O.O , hereby confirms that it is ready, willing and able, to buy the
Product as per the specification, in the quantity and for the price as set out in the terms and
conditions as stated below and have agreed to pay the Seller, which representation is made with full
corporate authority and responsibility.
Furthermore, the Buyer and Seller fully understand and acknowledge each other’s capacity to carry
out this transaction and thus, enter into this Agreement as detailed hereinafter.

SECTION 1

TERMS AND CONDITIONS

1. COMMODITY:

Electrolytic Copper Cathodes plates

2. QUALITY / SPECIFICATIONS:

Commodity:Copper Cathodes (Electrolytic Grade “A”)

Product: Min. Cu-purity: 99.99% Non-Registered LME
Harmonic code (HS TARIF): 74 03 11 00
Size: 914mm X 914mm X 12mm (36” X 36” X 0.5) approx.
Weight of each sheet: 125kgs +/- 1%
Net weight of each pallet: 2M/T +/- 1%
On every pallet(package) it must be written bruto weight, neto weigh and LOT number.
Min. net weighs in each container: 20 M/T approx.(28 tons)
Gross weight of each container: 22.2M/T approx.(32 tons)
Load into the container as much as possible.
Packing: Palletized and banded by aluminum bands (according to REACH certificate)
Loading place/port:_ PORT OF DJIBOUTI xxx
Goods must be non radioactive max. 0,15 Micro Sievert (REACH CERTIFICATE)
Electrical Conductivity of Cathodes: Grade A. 58,56Sm/mm2 (101 % IACS), conforming to the
LME specification and BS EN 1978: 1998.

Chemical Composition:

CHEMICAL ANALYSIS
Cu Purity: 99.99% basis,
Price negotiation: below Cu 99.97%
Guaranteed Non Radioactive
Laboratory name: xxx

Composition
Element Sign Max (to insert)
Silica Si 0.009%
Cobalt Co 0.005%
Lead Pb 0.005%
Iron Fe 0.001%
Aluminum Al 0.005%
Manganese Mn 0.005%
Nickel Ni 0.005%
Antimony Sb 0.005%
Arsenic AS 0.005%
Bismuth Bi 0.001%
Tellurium Te 0.005%
Silver Ag 0.003%
Selenium Se 0.005%
Sulphur S 0.005%
Magnesium Mg 0.005%
Oxygen O2 0.0044%

------------------------------------------------------------------------------------------------------------------------------------------

3. PACKING:

Goods must be non radioactive max. 0,15 Micro Sievert (REACH CERTIFICATE)

4. QUANTITY:
 4.1 FIVE hundred metric tons (500MT) as First Shipment(or buyer’s quantity choice) and Subsequent
after succesfull trial delivery of up to 3000MT per Month x 24 Months with roll over and
extensions.
4.2 Both parties may agree to increase or decrease the monthly quantity in writing via email or fax
notification.

5. DELIVERY:

CIF PORT EU

6. ORIGIN OF GOODS AND OFF-LOADING:

Origin: Federal Republic of Ethiopia

Loading port: OF DJIBOUTI (exactly it will be stated on proforma invoice)

Unloading port (Buyer’s destination):CIF PORT EU (EXACTLY IT WILL BE STATED ON PROFORMA

INVOICE)

7. PURCHASE PRICE:

The agreed purchase price shall be -16,00% (of average three mounthLME BID of site
https://www.lme.com) on parity, CIF AWSP (Incoterms) USD for the first shipment
(500MT) and next shipment price will be calculated on the same way for up to 3000MT
Monthly.

7.1
The price will be indicated at Proforma Invoice issued by the Seller after signing the contract by
both Parties and will be fixed on the day of issue of the B/L and must be based on the lowest
cash and 3-month bid/ask official settlement price (it is chosen the lowest price of this two) of
copper grade A as published on LME web site. The final price on final invoice is fixed on date of
date of issue of certificate from inspection institution (SGS or equivalent) at unloading port.

7.2
The final LME price will be set up on date of issue of quality and quantity certificate at unloading
port must also be based on the lowest cash and 3- month bid/ask official settlement price of
copper grade A, as published on LME web site www.lme.com/metals/non-ferrous/copper. The
lowest price between this two upper stated prices will be used.

if product quality is bellow 99,97 % Cu the prices set as follows :

-99.97% – 99.96% LME -19%

-99.96% – 99.95% LME -20%
-99.95% - 99.90% LME -22%
- under 99,90 % LME -25% or rejection.

8. INSPECTION:

Control at loading port (SGS or equivalent) at seller’s costs.

Each shipment must be accompanied by SGS Certificate or equivalent of quality and quantity
issued and duly signed by SGS or equivalent.
Control at unloading port (SGS or equivalent) on buyer’s costs, control institution sends quality and
quantity certificate to buyer and to seller.

9. PROCEDURES:

9.1.         Seller issues the draft SPA to the Buyer to verify, if he found any mistakes, make the
changes in different colour and send back to the Seller.

9.2.         The Buyer completes and signs the Agreement send back to the Seller along with ICPO.

9.3.         The Seller completes and signs the Agreement and sends to the Buyer

9.4.         Buyer and Seller signs a Sales and Purchase Agreement (SPA) in counterparts; after
signing the SPA, Seller shall issue the Proforma Invoice for the face value of trial delivery.

9.5.         The Seller issues non operative 2% PB bank to bank on buyer’s costs. The PB will be
activated when buyer issues the DLC.

9.6.         Buyer issues 100% DLC Irrevocable non divisible NON- TRANSFERABLE DLC (MT
700).

9.7.         After that seller starts shipment:

a) goods must be loaded on ship in max. 25 days after receiving the DLC,
b) goods must arrive at the unloading port in max. 40 days after receiving the DLC,
c) if goods are not shipped and delivered the buyer has the right to activate the 2% PB.

9.8.       Buyer can  visits Loading Port to view the stock and monitor loading.

9.9.       The seller must ensure and allow to buyer the control of goods at unloading port, Sellers
bank shall send to the Buyers bank according to DLC a complete set of shipping documents to
ensure this control of goods to the buyer or inspection company.
9.10.       Payment: Buyer pays at final destination by MT 700 according to the DLC after the SGS or
equivalent inspection report positive of quality and quantity from buyer’s Discharge Port

10. PAYMENT INSTRUMENT

100 % DLC, irrevocable, non transferable (MT 700)

11. BANKING COORDINATES:

Seller’s Bank to receive bank instrument:

NOM DE LA BANQUE: United Bank S.C
TITULAIRE DU COMPTE: ASHA MOHAMMED UMER company
NUMERO DU COMPTE: 3069116819182018
ADDRESSE: Al-Maqala Street, next to the Bank of
Ethiopia, the city of Dardouh
SWIFT CODE: UNTDETAA
NOM DE L’OFFICIER DE LA BANQUE: Getenit
TELEPHONE : 00251915000536
E-MAIL: hibretbank@ethionet.et

All bank charges assessed by the seller’s-seller’s bank relating to the Seller are the Seller’s-seller’s financier
sole responsibility.

Buyer’s bank:

Bank’sName: Abanka d.d

Bank’sAddress: Slovenskacesta58. 1517 Ljubljana. Slovenija (SI)

Account Agofin sisitemi d.o.o

Swift Code: ABANSI2X
USD Account N°: 05100-8012761894
 IBAN SI56-05100-8012761894
Bank Officers Name Ms.Stanka Jurca
Bank Officers Phone Number +38614718327
Bank Officer Email Address Stanka.jurca@abanka.si

All bank charges assessed by the Buyer’s bank relating to the Buyer are the Buyer’s sole responsibility.

The buyer’s and seller’s bank must first accept the bank transaction with electronic bank correspondence
(bank to bank)this must be possible directly or indirectly (correspondent).

12. DELIVERY AND FREIGHT:

All relevant shipping documents including, copies of the SGS or equivalent quality and quantity report, export
permit, T1 document, etc. shall be provided to the Buyer immediately upon its availability.

At loading port seller orders and pays quality and quantity inspection SGS and at unloading port quality and
quantity inspection is ordered and payed by buyer, the certificate of quality and quantity will be sent to buyer
and seller.

INSURANCE.
The PARTIES agree that it is the SELLER’s sole responsibility to ensure for the PRODUCT to be
delivered, and Insurance Policy advised to BUYER. The insurance is according to CIF Incoterms
2010 (All risk marine) 110% of value of invoice.

TIME PERIOD

-The duration of this contract is valid until the trial shipment is finalized. If trial shipment is
successful it will be prolonged for next shipments for period of 1 year or more.
-The goods will be delivered within max. 40 calendar days from the date on which the Buyer’s
financial instrument MT-700 has been received by the Seller.
-Standard shipments:
a) After receipt of bank to bank MT-700 the goods will be loaded into containers and loaded
on the ship in 25 working days,
b) The Vessel travels to destination port about 20 days.

DOCUMENTS REQUIRED FOR EACH DELIVERY.

The SELLER confirms that he has the following documents:

• loading permit from mining ministry,
• transport attestation from mining industry,
• loading permit from CECC,
• Attestation from mining road police,
• Attestation from ANR,
• Copy of mining certificate,
• Copy of certificate of origin,
• Copy of the ownership certificate.
With each delivery, the following documents shall also be provided by the SELLER to the BUYER
and will be sent by email, and the original shall be sent by Courier Service.
*-Commercial Invoice issued by the SELLER, properly signed and stamped, three (3) original and
three (3) copies showing Contract Number, the BUYER’s name, the SELLER’s name, the delivery
Place (unloading port), BL number, DL/C number Clean on-Board Bill of Lading (FreightPrepaid.)
*-Packing list issued by the SELLER, properly signed and stamped in three (3) originals and three
(3) copies, with description of goods including pieces of bundles of goods, contents, indicating the
Contrac tNumber, Seal No., Container No. Quantity, Gross and Net weight.
*-Copy of Original Quality Certificate «Alex Stewart»,
«Alfred Knight», «SGS» provided by the Seller.
*-Certificate of Origin in two (2) originals and two (2) copies issued by Chamber of Commerce
*-Export Permit
*-Customs Release Quality Certificate from Country of Origin in two (2) originals and two (2)
copies
*-REACH – Certificate (REACH registration of producer). Certificate of non-radioactivity (max
0,15 micro Sievert) issued by SGS or equivalent,
*-110% covered Insurance policy
*-Set of Photos of Loading, 0%, 50% and 100% loading at container, and photos of Container
Number and Seal.

The Seller will take care of and bear all the expenses connected with obtaining the necessary License
for the exportation of the goods under this contract.
Any taxes, tariffs and duties, whether existing or new on the goods or on commercial documents
relating thereto or on the cargo itself, imposed in the country of origin and other African countries,
shall be borne by the SELLER.

13. TITLE OF PROPERTY AND RISK IN THE COMMODITY:

13.1 The parties hereby expressly declare and acknowledge that title and property of the Goods shall
remain and vest in the Seller until the point in time that the Seller has been paid-in-full the agreed
price of the Commodity by the Buyer for each shipment thereof. Upon actual receipt of payment
for each cargo of the Commodity, title to the Commodity for each cargo shall be deemed to pass to
the Buyer.

13.2 Notwithstanding the matters hereinabove stated, risk of loss or damage to the Commodity shall
pass from the Seller to the Buyer when the Goods have been delivered to the Buyer’s destination
and payment have been made.

14. DURATION OF AGREEMENT:

This Agreement shall be valid for a period of ONE CALENDAR YEAR or more with possible rolls over
and extensions.

15. FORCE MAJEURE:

The Seller/the Buyer shall not be responsible for being unable to carry out this contract due to Force
Majeure such as war, terrorist attack, flood, typhoon and earthquakes or other events agreed upon by both
 parties, which might occur in the course of loading. The Seller/the Buyer shall advice the Buyer/the Seller
immediately of the occurrence Mentioned above within fourteen (14) days thereafter, the Seller/the Buyer
shall Send by airmail to the Buyer/the Seller for their acceptance a certificate of the accident issued by the
Competent Government Authorities where the accident occurs as evidence thereof under such
circumstances, the Seller/the Buyer, however, are still under obligation to take all necessary measures to
expedite/take the delivery of the copper cathode. In case the accident lasts for more than ten (10) weeks,
the Buyer or the Seller shall have the right to cancel the contract and Buyer cannot take over the Seller’s
Performance Bond as their compensation.

16. ARBITRATION:

In the event of any disputes between the parties the parties shall settle such dispute by amicable
agreement, failing which by arbitration in accordance with the EU law as is then in force. Each party
shall appoint one arbitrator. The two arbitrators shall appoint the third arbitrator who shall act as the head
of the arbitration panel. The arbitration shall be held in London and shall be conducted in the English
language. The party that prevails in the arbitration shall be entitled to its Attorney costs, fees, expenses
and disbursements on an indemnity basis. The arbitration panel shall present its award in writing which is
hereby agreed to be final and binding on the parties.

17. EFFECTIVENESS OF CONTRACT:

This Agreement shall come into full force immediately upon execution by both parties and electronically
signed / stamped copies are exchanged via e-mail and after financial instruments are activated.

SECTION 2

TRANSACTION PROCEDURE

1. This SPA is reviewed, executed and exchanged by Buyer and Seller and a copy availed to intermediaries.

SECTION 3

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and all disputes related thereto shall be governed by, interpreted, construed and enforced in
accordance with the laws of EU, without regard to principles of conflict of laws.

SECTION 4

ELECTRONIC DOCUMENT TRANSMISSION

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract.  As applicable, this agreement shall be:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act or
such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
and;
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 
3. EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. 
Either Party may request hard copy of any document that has been previously transmitted by electronic
means provided however, that any such request shall in no manner delay the parties from performing
their respective obligations and duties under EDT instruments.
The undersigned have read this document carefully and have initialed all Eight (8) pages of this Sales and
Purchase Agreement for Electrolytic Copper Cathodes and fully understand and agree that its execution
constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully
binding upon Buyer and Seller, and their legal heirs, successors, representatives and assignees.

IRREVOCABLE AND TRANSFERABLE COMMITMENT TO DELIVER AND TO PURCHASE

WE HEREBY DECLARE THE ABOVE CAPTIONED INFORMATION TO BE TRUE AND CORRECT
TO THE BEST OF OUR KNOWLEDGE AND THIS SPA IS BEING MADE WITHOUT ANY
PREJUDICE, FOR THE SUCCESSFUL COMPLETION OF THIS SAID ORDER.

Signed on 2020

FOR AND ON BEHALF OF SELLER FOR AND ON BEHALF OF BUYER

REPRESENTED BY :ASHA MEHEMMED REPRESENTED BY: MilosKodre

UMER
Contact: +38653330474
Contact: +251937920554
DESIGNATION: General manager DESIGNATION: General manager

SELLER’S COMPANY SEAL BUYER’S COMPANY SEAL

…………………………………………..
AUTHORIZATIONSIGNATURE …………………………………………
_______________________________________ AUTHORIZATION SIGNATURE
The seller’s facilitators
We preliminary sign. date 02/09/2020

COPY OF PASSPORT BUYER

COPY OF PASSPORT SELLER