SALES & PURCHASE AGREEMENT (SPA)

HERE AND BETWEEN

THAI-CONGO INTERTRADE CO.,LTD

AS THE SELLER:

AND

BANGPAN INTERNATIONAL CO.,LTD

AS THE BUYER:
This Agreement is for the sale and purchase of Thirty thousand tons (30,000) metric tonnes (MT) (±5%) per year of
non-LME registered BS EN 1978:1998 Copper Cathodes (Copper grade designation Cu-Cath-1) according to ICC
600 Rules INCOTERMS 2016 for 12 months, for the price of London Metal Exchange “Cash Buyer Price” minus
…………… per cent (………%) per MT CIF as specified, between XXXXX, hereinafter referred to as “Seller” and
XXXXX referred to as “Buyer” on this 15th day of May 2019.

PARTIES TO THE ACTION

SELLER INFORMATION
Seller: THAI-CONGO INTERTRADE CO.,LTD
Representative: Mr.Athid CHAIYAVONG
Title: PRESIDENT
Registration No. 0105549063297
Office Address: 222/53 Kanchanaphisek Rd.22 Thupchang, Saphansung Bangkok 10240
City, Country Bangkok Thailand
Telephone +66823161999
Fax
E-Mail: athid999chai@gmail.com

BUYER INFORMATION
Buyer: BANGPAN INTERNATIONAL CO.,LTD
Representative: Mr.Xu Kui She
Title: PROPRIETOR (CEO)
Office Address: 1/21 Grand de ville Village, Soy Suphaphong 1 Srinakarin Road,Nongbon
Pravet Bangkok 10250 Thailand.
City, Country: Bangkok Thailand.
Telephone: 0-2330-8456-8
Fax 0-2330-9195
E-Mail: bpc.bangpan@gmail.com

Initial Seller Initial Buyer

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 AGREEMENT TERMINOLOGY

The following terms are used and the meanings, or explanations provided against each other shall mean the same
as the terms. Wherever the terms are not explained it is deemed that they are used in the perfect sense of a business
transaction and shall mean the same.

“The Seller” shall mean XXXXX

“The Buyer” shall mean XXXXX
“Commodity”
Commodity” or “Goods
“Goods”” or “Merchandise
“Merchandise “or “Product
“Product”
” shall mean Copper Cathodes

PREAMBLE
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 these products and
the funds referred to herein, and;

WHEREAS: The Buyer hereby agrees and makes an irrevocable firm commitment to purchase Thirty thousand
(30,000) MT (±5%) per year of Non-LME -LME registered BS EN 1978:1998 Copper Cathodes (Copper
grade designation Cu-Cath-1) (“Goods”) Insurance and Freight (CIF) ICC 600 rules INCOTERMS
2010, with the possibility of rolls and extensions, and;

WHEREAS: The Seller hereby agrees and makes an irrevocable firm commitment to deliver Thirty thousand
(30,000) MT (±5%) per year of non-LME registered BS EN 1978:1998 Copper Cathodes (Copper
grade designation Cu-Cath-1)
Cu-Cath-1 according to the conditions of this Agreement, and;

WHEREAS: Buyer and Seller warrant that none of the Signatories of this Contract acting in their commercial
capacity under public international law and private international law are: Government Officials of
any recognized State signatory or none signatory under the United Nations. Furthermore, the
interested parties to the action further disclose that none are Federal Agents, Executive Officers,
Justice of the Peace, Judge or reps of any Government Corporations Kingdome or Participate, or its
representatives are not acting under Diplomatic, Judicial or Executive Status or Extra-Judicial Ex-
parte powers to operate outside of the color of law or preamble of their powers vested by a State or
NATO within the powers vested in commerce. The lack of full disclosure to all interested Parties to
the Action to wit shall cause this contract to be vacated, set aside, and dismissed with prejudice.
Violation of this clause shall grant Seller or Buyer 2% of the face value of the contract without
protest, and;

WHEREAS: Seller and Buyer each declares unto one another that the commodity offered herein and the origin
of the funds used for purchasing the commodity do not contravene the Drug Trafficking Offenses
Act of 1986, the Criminal Act 1988, Prevention of Terrorism (Temporary Provisions Act 1989, The
Criminal Justice (International Cooperation) Act 1990, The Criminal Justice Act 1993 and the
Money Laundering Regulations 1993, International Money Laundering Abatement and Anti-
terrorist Financing Act of 2001 (Patriot Act) or any other illegal or criminal activity and
accordingly each party to this Agreement indemnifies each other against any such allegation which
may or may not be made in the future, and;

THEREFORE: In consideration of the representations, warranties, covenants and Agreements made by and
between the parties, it is hereby agreed that the parties shall proceed to execution on the following
terms and conditions.

Clause 1. GENERAL TERMS

1.1 Seller will undertake to sell copper cathodes to Buyer
1.2 Buyer will purchase the copper cathodes from Seller.
Initial Seller Initial Buyer

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1.3 This Agreement shall be effective for an initial term of one (1) year and may be terminated effective
upon delivery of a written notice to either Party, by registered mail, not less than 90 days prior to
the effective date of such termination.

Clause 2. PRODUCT & SHIPMENT TERM

2.1 The Product will be Copper Cathodes non-LME registered BS EN 1978:1998 Copper Cathodes
(Copper grade designation Cu-Cath-1).
2.1.1 Electrolytic Grade A: Shape - Rectangular Leaves, Size - 914mm x 914mm.
2.1.2 Thickness: 12mm approx. Commodity.
2.1.3 Product: Copper Cathodes (electrolytic grade A) min. cu-purity: 99.97%-99.99% premier degree.
2.1.4 Dimension: 914mm x 914mm x 12mm (LME Standard).
2.1.5 Weight of each sheet: 125kgs (+/- 1%) NET.
2.1.6 Weight of each pallet: 2MTS (+/- 1%).
2.1.7 Min Weight in. Weight in each container: 20MTS approx.
2.1.8 Gross Weight of each container: 22.20MTS approximately.
2.1.9 Packing: Palletized banded by aluminum bands.
2.2 The origin of the copper cathodes will be DRC.
2.2.1 Seller will provide Buyer with country of origin documentation for each shipment of copper
cathodes delivered by Seller to Buyer.
2.2.2 Seller will deliver a minimum of Two thousand five hundred (2,500) MT (±5%) of copper cathodes
to Buyer each month.
2.3 Packing : To be confirmed.
2.4 Trade term : CIF
2.5 Shipment period : To be advised.
2.6 Partial shipment : Not allowed
2.7 Trans-shipment : Not allowed.
2.8 Port of Loading : Dar es salaam Port
2.9 Port of discharge : Leamchabang Port, Thailand.
2.10 Combined shipment: Not allowed to be combined shipment with another receive on the same
vassal.
2.11 The seller must send the loading photos for 25%, 50%, 75% and 100%of any deck to the buyer by
email within 48 working hours after finish the loading at loading port.

Clause 3. QUANTITY, UNIT PRICE & CONTRACTUAL

3.1 Buyer shall pay Seller in United State Dollars ("USD".
3.2 Total Quantity: Copper Cathode First tranche 2,500 MT x 12 month.
month.
3.3 Unit Price: CIF (LME) $5,200.00 per MT.
3.4 Contract Value: $13,000,000.00 (thirteen million dollar) per month.
month.
3.5 The price stated in this contract, is to be valid and set for the full amont of this contract of Thir ty
thousand (30,000) MT (±5%) delivered in a trial shipment of Two thousand five hundred (2,500)
MT and in twelve (12) lots of Thirty thousand (30,000) MT (±5%) per year.
3.6 The price for the Goods is set for the duration of this Agreement at London Metal Exchange “Cash
Buyer Price” minus…………… per cent (<………….%) per MT CIF ASWP, calculated from 05
days of the LME average plus 02 days after inspection at port of destination on a CIF basis.
3.7 (Refer to: http://www.lme.co.uk/copper.asp

Clause 4. PERFORMANCE BOND

4.1 Seller to issue two percent (2%) Performance Band within five (5) days upon receipt of Buyer’s MT
760 SBLC

Clause 5. PROCEDURES
5.1. Buyer issues SCO with ICPO template and RWA format to Seller.
5.2. Buyer accepts SCO, completes ICPO and sends ICPO with RWA to Seller.
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5.3. Upon acceptance of Buyer’s ICPO and RWA, Seller issues draft SPA to Buyer.
5.4. Buyer emends and executes draft SPA and returns to Seller.
5.5. Seller accepts or emends draft SPA and returns to Buyer.
5.6. Parties lodge final executed SPA with their respective bank officers.
5.7. Seller issues Proof of Product (POP), which is issued by the DRC:
5.7.1. Certificate of Ownership
5.7.2. Temporary Final Exit Declaration
5.7.3. Certificate of Analysis
5.7.4. Transport Certificate
5.7.5. Certificate of Verification and Export
5.7.6. Certificate of Origin
5.8. Seller sends letter of invitation to Buyer to see Copper Cathodes at port of loading.
5.9. After the contract Buyer must deposit cash 10% to Seller’s account after that 7 working day Buyer
issues an irrevocable operative MT760 Standby Letter of Credit (SBLC) 90% or a MT799 Proof of
Funds (Blocked Funds) for the value of the initial shipment. MT760 SBLC or a MT799 Proof of
Funds (Blocked Funds) will act as collateral in the event that the Exit Buyer or his designated
paymaster fails to keep their payment obligations as defined by the Sales and Purchase
Agreement.
5.10 After inspection by internationally recognized inspection agency in country of origin at loading
port, Seller delivers product to destination port at his expense.
5.11 Seller sends all shipping documents and transfers title of product to Buyer, which is necessary for
clearance of product at destination port.
5.12 Buyer completes product inspection within ten (10) days of product’s arrival.
5.13 Buyer submits discharging port inspection report to Buyer’s bank and sends copy to Seller.
5.14 Buyer’s bank sends payment via T/T or MT103 within five days of final inspection by
internationally recognized inspection agency at destination port.

6. DOCUMENTS REQUIRED FOR PAYMENT

6.1 A full set of Clean-on-Board Bill of lading in 3/3 Three Copies negotiable and Three non-negotiable
copies, made out to order, blank endorsed, marked “Freight prepaid” Provisional Invoice, duly
signed and dated, in five copies indicating Agreement number, SBLC number, name of carrying
vessel. The invoice shall be in English.
6.2 Certificate of Quality in one original and one copy, issued and signed by SGS, CIQ, Alex Steward,
Alfred H Knight, CIQ or equivalent, at the choice of the Seller, showing the name of the carrying
vessel, quality (actual result of the chemical composition), quantity, non-radioactivity and relative
seal number shipped on the vessel as per B/L.
6.3 Certificate of Origin “Form A”, in two original and one Copy, to be issued and Signed by the local
Chamber of Commerce and detailing loaded Quantity, Commodity, Carrying Vessel and
Exporter’s Name and Address, Consignee Showing “To Whom It May Concern”.
6.4 Insurance policy certificate, issued in favor of the applicant, two originals and two copies, covering
all risks as per institute cargo clauses (A) ED 1.1.182, for 110 % of invoice value, with claims
payable in United States Dollars (USD$) evidencing name and address of XXXXX.
6.5 Signed and dated final commercial invoice in three originals and three copies, based on the
certificate of analysis quality and quantity issued by SGS at destination port. The final price shall
be increased or deducted as per the price adjustment clause of this Agreement, and must show the
balance value. Final invoice must indicate the date of arrival of goods at the discharging
port, Agreement number, SBLC number and carrying vessels. Invoice shall be in English.
Photocopy and carbon copy of the final invoice are not acceptable.
6.6 One original and one copy of inspection report issued by SGS, CIQ, and Alex Stewart
International, Alfred H Knight or equivalent, at the choice of the Seller (quality quantity and non-
radioactivity) at the discharge port. The certificate must be sent by issuing entity directly to
applicant, who will send the same to buyer’s bank that will provide to send it to beneficiary’s bank
Initial Seller Initial Buyer

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 by DHL air courier and will have to be submitted together with DHL receipt with other
documents. Final settlement is based on the Certificate of Quality and Weight issued by SGS at
destination place and LME Cash Buyer of the date of issue of SGS certificate.
6.7 Buyer shall provide copies of the certificates of analysis and of weight from Alex Stewart
International to Seller within 10 days after completion of discharge at the discharging port. In the
event that such copies are not delivered within this time frame, then Seller has the right to receive
SBLC payment on the final invoice based on Loading Port Certificate of Quality and Certificate of
Weight. In such a case a declaration by the Seller of non-receipt of Alex Stewart International
certificate, and the photocopy of Loading Port weight and quality results are to accompany Seller’s
claim.
6.8 Duly signed and stamped packing list, two copies.

Clause 7. BANKING DETAILS

SELLER’S FINANICER’S BANK
Bank Name : Thai-Congo Intertrade Co.,Ltd
Bank Address : 222/53 Kanchanaphisek Rd.22 Thupchang, Saphansung Bangkok 10240
E-Mail: : athid999chai@gmail.com
Account Name : Thai-Congo Intertrade Co.,Ltd
Account No. : 081-2-97984-1
SWIFT Code :
Bank Telephone : 02-8888888
Bank Officer :

BUYER’S BANK
Bank Name :
Bank Address :
Telephone Number :
SWIFT Code :
Account Number :
Account Holder :
Bank Officer :
BUYER’S CONFIRMING BANK
Bank Name :
Bank Address :
Telephone Number :
SWIFT Code :
Account Number :
Account Holder :
Bank Officer
:
Clause 8. ALTERNATE CORPORATE BANK ACCOUNTS
8.1 Due to the different banking regulations and practices around the world, various banking instruments
are accepted by some banks in some countries and no accepted by others. Depending upon the financial
instrument finally issued by the Buyer to the Seller or vice versa, in order to facilitate the transaction, it
may be necessary for the buyer or the Seller to use a bank other than that originally designated.

Clause 9. FORCE MAJEURE

9.1 The Parties will not be held liable for any failure to perform under this Agreement if this failure to
perform is the result of circumstances beyond their control, as described under the Force Majeure
Clause, as stated by the International Chamber of Commerce, Paris, France which is deemed to be
incorporated herein.

Clause10. ARBITRATION AND JURISDICTION

Initial Seller Initial Buyer

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10.1 This Agreement is subject to ICC600 rules that are to be observed under existing guidelines and
will supersede local rules, if in conflict.
10.2 Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other
requiring any dispute to be settled within thirty (30) days after such notice and, if not settled; either
party may refer it to arbitration in accordance with this Agreement unless breach of payment
occurs by the Buyer, in which case Seller may proceed immediately against Buyer.
10.3 The arbitration will be heard by one or more arbitrators appointed by mutual Agreement of the
parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall
be London. The award shall be enforceable in any country, and a Rogatoire Letter shall be deemed
accepted without contest or protest.
10.4 If the Seller or the Buyer fails to fulfill its commitment, the defaulting party will pay the injured
party the value of two percent (2%) of the total amount of this Agreement as damages.

Clause 11. CONFIDENTIALITY AND NON-CIRCUMVENTION

11.1
11.1 Seller and Buyer shall treat information provided by the other party on a strictly private and
confidential basis. Seller and Buyer shall take all necessary steps to prevent the other party's
confidential information from being misused or disclosed or made public to any third party except
as needed to successfully complete this Agreement or to avoid conflicting claims and except as
may be required in accordance with applicable law.
11.2 The parties shall must not, in any manner whatsoever solicit or accept business from sources or
their affiliates that are made available by the other party to this Agreement, at any time, without
the prior written permission of the party which made the source available.
11..3 The parties shall maintain complete confidentiality regarding each other's business sources or their
identities and shall disclose such only to named parties pursuant to express written permissions of
the party that made the source available.
11.4 The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or
any party involved in any of the transactions the parties are desiring or entering into and to the
best of their ability and assure each other that the original transaction codes established will not be
altered or changed.
11.5 The parties recognize this Agreement to be an exclusive and valuable Agreement of obligating
each respective party and they shall not enter into direct negotiations with parties to other such
Agreements revealed by the other party.
11.6 Neither party shall avoid payment of due fees, commissions and other remuneration in any way
whatsoever.
11.7 In the event of circumvention by any party whether directly or indirectly, the circumvented party
shall be entitled to a legal monetary penalty as damages, equal to the maximum amount is should
make from such transaction and any and all expenses including but not limited to legal fees that
would be involved in the recovery of said damages. The circumventing party renounces any right
that he may have to claim a reduction of this amount.

Clause 12. LIQUIDATED DAMAGES

12.1 After Buyer and Seller sign and seal the Agreement, both parties accept the obligation of accomplishing
the Agreement clauses and procedures described within.
12.2 In event that either Buyer or Seller fails to fulfil its obligations (the "Breaching Party"); the other party
may be considered a victim of non-compliance of this Agreement (the "Injured Party").
12.3 The injured party shall have the right to take full legal actions against the breaching party inin accordance
with the United Nations Convention on Agreements for International Sale and Purchase of Goods
(Articles 61 to 65).
12.4. In case of non performance of the Agreement by the Seller to Buyer (excluding Force Majeure condition)
the Seller shall compensate to the Buyer all costs of cancellation charges including but not limited to
third party purchaser penalties and liabilities, bank costs, or port charges as applicable.
12.5 Notwithstanding the foregoing, Seller shall have the right to charge interest for late payments without
affecting its right to the Agreement for non-payment.
Initial Seller Initial Buyer

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12.6 Each of the following shall constitute a Seller event of default:
12.6.1 Seller fails to deliver (excluding the case that Seller requests for shipment rescheduling that is approved
by Buyer) Goods to the Buyer in accordance with this Agreement on two consecutive occasions except
for Force Majeure;
12.6.2 Seller breaches any other obligation on its part under this Agreement and such breach is not remedied
within twenty days after notice in writing from the Buyer stating the breach and requiring the remedy
thereof;
12.6.3 Seller initiates or consents to proceedings relating to itself under an applicable bankruptcy,
reorganization or insolvency law; dissolution of the Seller is commenced.
12.7 If Seller breaches any provision of this Agreement, then the Buyer may give the Seller a notice to
remedy the breach. If the Seller fails to remedy the breach within 14 days of receipt of the notice, the
Buyer may terminate this Agreement in whole or in part, demand performance and, in either event,
claim damages.

CLAUSE 13. COPIES.

13.1 A facsimile or email copy of this Agreement will be deemed to be an original if receipt thereof is
confirmed by the sending and receiving Party to this Agreement.

14. EFFECTIVE DATE

14.1 This Agreement shall come into effect when Buyer and Seller have both initialed and signed this
Agreement and its Annexes within ten (10) banking days of each other.

SIGNATURE PAGE
In witness thereof: the Parties hereto have caused this Sale and Purchase Agreement for non-LME registered BS EN
1978:1998 Copper Cathodes (Copper grade designation Cu-Cath-1) to be signed, sealed, and executed by their
authorized representatives; who attest that they have the written mandate and signatory power to execute this
Agreement and have thereby understood, agreed and accepted all general terms, conditions and/or provisions so
stated herein through affixing their respective signatures and seals below.

The First Party (Seller): XXXXX

____________________________________
Name: Mr.Athid CHAIYAVONG
Title: Presedent

The Second Party (Buyer): XXXXX

______________________________________
Name:
Title: President
Passport No.:
***** END OF AGREEMENT*****

ANNEX 1 – GUARANTEED SPECIFICATIONS

Initial Seller Initial Buyer

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 Grade A (ASTM B-115-00)) 99.97% - 99.99% Purity, Non-LME registered
brand. Rejection below 99.97% Cu purity,

Max impurities PPM

ELEMENTS, UNIT VALUE ELEMENTS VALUE

Copper (Cu), % 99.99 Rej below 99.97 Silica (Si), PPM 0.3
Cobalt (Co), PPM 0.2 Bismuth (Bi), PPM 0.1
Lead (Pb), PPM 0.2 Tellurium (Te), PPM 0.05
Iron (Fe), PPM 2 Silver (Ag), PPM 10
Aluminium (Al), PPM0.5 Selenium (Se), PPM 0.3
Manganese (Mn), 0.1 Sulphur (5), PPM 4.0
Nickel (Ni), PPM 0.2 Magnesium (Mg), 0.4
Antimony (Sb), PPM 0.1 Zinc (Zn), PPM 0.4
Arsenic (As), PPM 0.1 Oxygen (0), PPM Nil

Dimensions: 914 mm x 914 mm x 12 mm (LME Standards)

Weight of each sheet: 125 Kilograms (Approximately ± 2%)
Net weight of each pallet: 2.000 Kilograms (Approximately ±2%)
Net weight per container: 20.0 Metric Tons (Approximately ± 2%)
Gross weight per container: 22.2 Metric Tons (Approximately ± 2%)

Length, width and thickness of each sheet shall be equivalent to generally accepted LME and internationally
accepted measurements. The copper cathode surface condition shall be free of imperfections, defects and excess
exposure to outdoor weather.

*****THIS SPACE LEFT BLANK INTENTIONALLY*****

ANNEX 2 - DELIVERY SCHEDULE

DELIVERY SCHEDULE
Initial Seller Initial Buyer

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TOTAL QUANTITY OF PURCHASE TO BE THIRTY THOUSAND METRIC TONS AS PER AGREEMENT AND
SHALL BE DELIVERED UNDER THE FOLLOWING TERMS AND CONDITIONS:

MONTH QUANTITY DESTINATION TERMS MISCELLANEOUS

MONTH - 1 2,500 MT CIF

MONTH- 2 2,500 MT CIF
MONTH- 3 2,500 MT CIF
MONTH- 4 2,500 MT CIF
MONTH- 5 2,500 MT CIF
MONTH- 6 2,500 MT CIF
MONTH- 7 2,500 MT CIF
MONTH- 8 2,500 MT CIF
MONTH- 9 2,500 MT CIF
MONTH- 10 2,500 MT CIF
MONTH- 11 2,500 MT CIF
MONTH- 12 2,500 MT CIF
TOTAL 30,000 MT

ANNEX 3 – DRAFT SBLC MT 760 FORMAT

SWIFT MT-760 STANDBY LETTER OF CREDIT FORMAT
DESTINATION:
Initial Seller Initial Buyer

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BANK NAME : Thai-Congo Intertrade Co.,Ltd
ADDRESS : 222/53 Kanchanaphisek Rd.22 Thupchang, Saphansung Bangkok 10240 Thailand.
EMAIL: athid999chai@gmail.com
ACCOUNT NUMBER : 41801420000027531
ACCOUNT NAME : Thai-Congo Intertrade Co.,Ltd
BANK OFFICER :
SWIFT CODE :
BENEFICIARY : Thai-Congo Intertrade Co.,Ltd
AMOUNT : $13,000,000.00
CURRENCY : USD
------------------------NORMAL-----------------------------
BANK GUARANTEE # :
CURRENCY : USD
PRINCIPAL AMOUNT :
DATE OF ISSUE :
MATURITY DATE :
DATE OF EXPIRY :
BENEFICIARY :
PLACE OF ISSUE :
NARRATIVE
FOR THE VALUE RECEIVED BY US, WE THE UNDERSIGNED………………., HEREBY OPEN OUR
IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND CONFIRMABLE STANDBY LETTER O CREDIT IN
FAVOUR OF ……………………………………. FOR THE AMOUNT OF $13,000,000.00 (THIRTEEN MILLION
DOLLAR) IN LAWFUL CURRENCY OF THE (ISSUING BANK COUNTRY) UPON PRESENTATION AND
SURRENDER OF THIS BANK GUARANTEE AT ANY OF OUR COUNTERS WORLDWIDE NOT LATER THAN
FIFTEEN DAYS AFTER MATURITY.
PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND VIA SWIFT WIRE SYSTEM
AND THE DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE BANK GUARANTEE
NUMBER:
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES,
FEES OR WITHOLDING OF ANY NATURE, NOW OR HEREIN AFTER IMPOSED, LEVIED, COLLECTED,
WITHELD OR ASSESSED BY THE GOVT. OF XXXXXXX OR ANY POLITICAL SUBDIVISION OR AUTHORITY
THEREOF OR THEREIN.
THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US. THIS
BANK GUARANTEE IS SUBJECT TO THIS UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS UNDER THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS FRANCE, PUBLICATION NO.
758.
WE CONFIRM THAT THE FUNDS BEHIND THIS BANK GUARANTEE NO: XXXXXXXXXXXXXX HAS BEEN
BLOCKED IN FAVOUR OF (BENEFICIARY COMPANY NAME)THIS IS AN OPERATIVE INSTRUMENT AND
NO MAIL OR PHONE CONFIRMATION SHALL FOLLOW.
ALL CHARGES ARE FOR THE APPLICANT.
THIS CABLE IS AN OPERATIVE INSTRUMENT.
THIS LETTER OF GUARANTEE EXPIRES ON: XXXXXXXXXXXXXXXXXXXXX
FOR AND ON BEHALF OF: XXXXXXXXXXXXXXXXXXXX
BANK OFFICER NAME BANK OFFICER NAME
ISSUING BANK ISSUING BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE
ANNEX 4
Text of Performance Bond
REF NO / SPA REF NO:
BUYER DETAILS:
Initial Seller Initial Buyer

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SELLER DETAILS:
WE HAVE BEEN INFORMED THAT OUR CUSTOMER________, HEREINAFTER CALLED THE SELLER AND
YOUR CLIENT ________, HEREINAFTER CALLED THE BUYER HAVE ENTERED INTO A CONTRACT NO. /
PURCHASE ORDER NO. _____________ ON SALES AND PURCHASE AGREEMENT FOR COPPER CATHODE
99.97% PURITY CIF ......................FOR THE TOTAL VALUE OF USD (THE AGREEMENT).
WE ALSO UNDERSTAND THAT IT HAS BEEN AGREED BETWEEN YOU AND THE SELLER THAT THE
SELLER HAS TO PROVIDE A BANK GUARANTEE IN FAVOR OF _____________, AMOUNTING TO 2% OF
THE TOTAL AMOUNT VALUE I.E. USD COVER DUE FULFILLMENT OF HIS OBLIGATIONS RESULTING
FROM THE ABOVE AGREEMENT.
IN CONSIDERATION OF THE AFORESAID, WE _________________, HERE BY IRREVOCABLY UNDERTAKE
TO PAY __________ WITHOUT DELAY ANY SUM OR TOTALITY SUMS UP TO THE MAXIMUM OF
USD_____________________ (IN WORDS) UPON RECEIPT OF YOUR FIRST DEMAND IN WRITING WHEREIN
YOU DECLARE SIMULTANEOUSLY THAT THE CONTRACTOR / SELLER FAILED TO MEET HIS
CONTRACTUAL OBLIGATIONS.
OUR LIABILITY UNDER THIS GUARANTEE WILL EXPIRE UPON RECEIPT OF THE BUYER’S WRITTEN
DECLARATION THAT THE CONTRACT / SELLER HAS FULFILLED ALL ITS OBLIGATIONS UNDER THE
AGREEMENT, BUT WHATSOEVER THE LATEST VALIDITY DATE OF THIS GUARANTEE IS NOT LATER
THAN THIS GUARANTEE IS ISSUED IN ENGLISH. IN CASE OF INCONSISTENCY, THE ENGLISH TEXT
SHALL PREVAIL.
THIS GUARANTEE IS NOT TRANSFERABLE AND IN THE BUYER’S FAVOR ONLY.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ End of Message _ _ _ _ _ _ _ _ _ _ _ _ _ _
ANNEX 5
RWA CONFIRMATION LETTER
(MUST BE ON BANK LETTERHEAD)
DATE: ………
REFERENCE TO:
ACCOUNT NUMBER ………
ACCOUNT NAME: CO. NAME
ACCOUNT SIGNATORY: DIRECTOR WHO SIGN AT THE BANK
Dear Mr. / MS (Client´s Name)
We, …………. Bank, located at ………………………………in ………., hereby confirm with full bank responsibility
and with full legal liability, that that we are able to issue a (BG/SBLC) with face value of ………………million USD
(US$00,000,000.00)
We further confirm that these funds are good, clean, cleared, of non-criminal origin, free of any liens or
encumbrances, were legally earned, and are fully owned by you.
We further confirm that you Mr. xxxx with Passport Number XXXXXXX issued by Government of (Country) has
been recorded as signatory on the account.
We confirm that we are ready, willing and able at your instructions to send the said SBLC via Swift MT760 for a
period of …………………. months for the benefit of the nominated beneficiary, as stipulated by you.
This RWA letter may be verified and confirmed via bank to bank.
Yours sincerely,
___________________________ ______________________
Authorized Signature Authorized Signature
Name: (Bank Officer’s Name) Name: (Bank Officer’s Name)
Title: Title:
Bank Department: Bank Department:
PIN CODE Number: PIN CODE Number:
BANK SEAL
ANNEX 4 TEXT OF PERFORMANCE BOND

Initial Seller Initial Buyer

Copper Cathode Contract No..

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SWIFT TWO PERCENT (2%) PERFORMANCE BOND GUARANTEE TEXT
SPECIMEN OF THE PERFORMANCE BOND
DOCUMENT NO: _________________________________
REFERRED SBLC NO.: _________________________________
ISSUING BANK: _________________________________
RECEIVING BANK: _________________________________
AMOUNT: $XXX US DOLLARS (2% OF REFERENCED SBLC)
(IN WORDS __________________________________)
APPLICANT: _________________________________
BENEFICIARY: _________________________________
ACCOUNT NO.: _________________________________
PLACE OF ISSUE: _________________________________
DATE OF ISSUE: _________________________________
MATURITY DATE: AS PER THE SBLC (90 DAYS)
EXPIRE DATE: _________________________________
FOR VALUE RECEIVED BY US, THE UNDERSIGNED _____________________________ (NAME OF ISSUING
BANK) HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, PROMISE
TO PAY AGAINST THIS PERFORMANCE BOND TO THE ORDER OF XXXXX THE SUM OF USDXXXXX (XXXX
UNITED STATES DOLLARS) EQUAL TO 2% OF THE BANK GUARANTEE PROVIDED BY THE BENEFICIARY, IN
THE LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA US DOLLARS, ON MATURITY DATE UPON
FIRST WRITTEN DEMAND BY THE BENEFICIARY ACCOMPANIED BY THE SIGNED DECLARATION STATING
THAT THE SELLER HAS FAILED TO FULFIL HIS OBLIGATION IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE REFERENCED CONTRACT. THE DECLARATION MUST INCLUDE CLEAR SPECIFICATION
OF THE DEFAULTS.
THE FULL AMOUNT IS DUE IF THE SELLER FAILS TO DELIVER THE SHIPMENT OF THE AGREED VOLUME
SPECIFIED IN THE REFERENCED CONTRACT WITHIN 90 DAYS AFTER ISSUING THE BANK GUARANTEE.
THIS PERFORMANCE BOND SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF _____________THIS PERFORMANCE BOND IS MADE OUT IN REFERENCE TO TRANSACTION
REFERENCE NUMBER:__________________________, BETWEEN THE BENEFICIARY AND THE APPLICANT AND
STANDBY LETTER OF CREDIT NO. XXXXXX
THIS PERFORMANCE BOND SHALL RENDER BUYER SBLC XXXXXX ACTIVE
FOR AND BEHALF OF

*****END OF TRANSMISSION*****

Initial Seller Initial Buyer

Copper Cathode Contract No..

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