Contract number:XXXXX Chile, May 15.

2023

Sales & Purchase Contract Iron Ore

THIS CONTRACT IS FOR THE SALES AND PURCHASE OF IRON ORE LUMPS FROM CHILE AND IS
EXCLUSIVELY FOR THIS TRANSACTION. THIS CONTRACT IS NOT INTENDED TO BE FREELY
CIRCULATED, DISTRIBUTED NOR DISCLOSED IN PART OR WHOLE.

UNDER THE PRINCIPLE OF MUTUAL BENEFIT AND TRUSTWORTHINESS, AND BASED ON COMMON
PROFIT, WHEREBY BUYER AGREES TO BUY AND SELLER AGREES TO SELL, THIS AGREEMENT FOR
SALES AND PURCHASE OF IRON ORE IS MADE BY BOTH PARTIES THROUGH FRIENDLY
NEGOTIATIONS; BOTH PARTIES HEREBY AGREE THAT THE GENERAL TERMS AND CONDITIONS
FOR THE IRON ORE PURCHASE AND SALE AGREEMENT ARE INCORPORATED HEREIN AS
FOLLOWS:

Between:

PARTY A, THE SELLER: Hereinafter referred to as “SELLER”

NAME :
Passport # Beneficiary’s Name :
Nationality : Account Name :
Company
Account # :
Name :

Designation : Bank Name :

Address : Bank Address :

Telephone # : Swift Code :

Fax # : ABA / Routing # :
Mobile # : Bank Officer :
Email Address
Bank Telephone # :
:
Bank Officer E-mail
Today’s Date :
Address:

Or its nominated agent.

and

PARTY B, THE BUYER: Hereinafter referred to as “BUYER”

Company Name: Cheer Gain International Corporation Ltd.

Address: Rm.7B, One Capital Plaza, Wan Chai
Country: HONG KONG
Representative: MR VINCENT LI
Tel: +85 2 8204 0313
Contact Vincent Li
Email: info.cheergain@gmail.com

EXPORT company NAME 1 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

HKD Account No.  0775651321

USD 0775651411
Bank Agricultural Bank of China Hong Kong Branch
Address 25/F., Agricultural Bank of China Tower, 50
Connaught Road Central, Hong Kong
SWIFT ABOCHKHH
Bank code 222
Branch code 672

The Buyer and the Seller have finalized an agreement with the following clauses after negotiation:

Clause 1 Commodity:

Name of Commodity: MAGNETITE IRON ORE LUMPS

Origin: Chile
Port of Loading: COQUIMBO Port, Chile
Port of Destination: One Main Port China (Buyer’s option)
Latest shipment date of each shipment: Within 30 days, LC to be issued after cargo at the
port of Coquimbo

Clause 2 Quantity and Delivery:

Quantity: 30,000 MTS (+/- 10%) PER shipment, 1 shipment every 30 days over a
period of 12 months.
Delivery: First shipment within 30 days.

Quantity: MAXIMUM CARGO VESSEL AT PORT IS 30 ,000 MTS./9,00 mtrs draft

restriction

Delivery of the Contract:

The parties may agree during the contract an amount greater than that contracted up to 30,000
MTS or more per month. The contract is renewable on yearly basis.

Clause 3 Specifications:

A. Chemical Composition (on dry basis) 

Guaranteed
Fe                                     62.00% basis, < 61.00% rejection
SiO2                                   5.50% max, > 6.00% Rejection
Al2O3                               1.5% Max, >2.50% Rejection
P                                       0.60% Max, > 0,65% Rejection
S                                       0.08% Max, > 0.10% Rejection
FeO                                   11.00% Min, < 10.00% Rejection
 
B. Moisture Content 
Guaranteed                      3.00% max  
(Free moisture loss at 105 degrees centigrade)
 
C. Physical Composition (On Natural basis) 

Fines Size : +0,10 – 40 mm basis, 90 % Min., below 85% rejection

 

EXPORT company NAME 2 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

Clause 4 Unit Price:

Base price formula = Platts index Fe 62% * (1-11%)/ DMT

(4.1) PROVISIONAL BASE PRICE FOR L/C OPENING:

The provisional base price shall be the average of IODEX 62% Fe CFR North China quoted in the
Platts Daily Iron Ore assessments of 5 days before opening date of the LC less a discount of
11.0%, fractions pro‐rata. This shall be used for calculating the total LC value.

(4.2) FINAL BASE PRICE CFR TERM

Final base price Shall be the average of IODEX 62% Fe CFR North China quoted in the Platts Daily
Iron Ore assessments of the MONTH in which NOR tendered of the carrying vessel at discharging
port less a discount of 11.0%, fractions pro‐rata. (all Singaporean working days of month NOR
date fall in shall be considered)

The above price is inclusive of shipment inspection expenses at load port and any other expenses
required for export of Iron Ore from Chile

Clause 5 Price Adjustment:

A. For Fe Content:
The base price referred in Clause 4 shall be adjusted as follows:

The base price shall be increased by US$1.0 per DMT for each 1% Fe above 63.00%, up to and
including 64.00%, fractions pro-rata. No further increase in price for Fe content above 64.00%
The base price shall be decreased by US$0,50 per DMT for each 1% Fe below 62.00%, up to and
including 61.00%, fractions pro-rata.
Below 61% Fe content, the buyer shall have the right to choose either reject the cargo.

B. For Other Elements:

If the shipment does not meet any of the chemical specifications provided in Clause 3A, the base
price shall be decreased as follows, fractions pro-rata:

(I) For excess of Silica (SiO2)

At the rate of 5 U.S. cents per dry metric ton for each 1.00% more than 5.50%, fractions pro rata,
above 6.00% rejection
(II) For excess of Alumina (Al2O3)
At the rate of 5 U.S. cents per dry metric ton for each 1.0% more than 1.50%, fractions pro rata,
above 2.50% rejection
(III) For excess of Phosphorus (P)
At the rate of 5 U.S. cents per dry metric ton for each 0.01% more than 0.60%, fractions pro rata,
above 0.65% rejection
(IV) For excess of Sulphur (S)
At the rate of 5 U.S. cents per dry metric ton for each 0.01% more than 0.08%, fractions pro rata,
above 0.10% rejection

C. For Size:
If the proportion of cargo loaded under 0,10mm or larger than 40mm in size is greater than 10%,
the base price shall be decreased by US$0.50 per dry metric ton for each 1% of the size out of the
range, fractions pro-rata.

EXPORT company NAME 3 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

If the proportion of cargo loaded under 0,10mm or larger than 40mm in size is greater than 15%,
the buyer shall have the right to reject the cargo.

Clause 6 Weighing

Load port: At the loading port, Seller shall, at Seller's expenses, appoint ALEX
STEWART or another international certification company to determine the
weight of magnetite Iron Ore by draft survey. The weight of Iron Ore
ascertained and certified by ALEX STEWART shall be the basis of Seller's
provisional invoice. The dry quantity shall be determined by deducting the
free moisture referred to in Clause 9 from such wet quantity. Buyer may, at
Buyer's expenses, have its representative be present during the draft survey
at the loading port.

Discharge port: Buyer shall apply for the entry/exit inspection and quarantine procedure of
the People’s Republic of China (CIQ) for weighing at the port of discharge.
The weight of the cargo is to be determined by draft survey. The dry quantity
shall be determined by deducting the free moisture loss at 105 degrees
centigrade.

Clause 7 Payment: DLC (Documentary Letter of Credit)

After the Contract come into force, the seller prepares to transfer the cargo to the port stock pile,
the Buyer will send a DRAFT of the L/C to the Seller, after confirm the DRAFT of L/C by both
parties. The Buyer shall open documentary L/C within 5 business days and 20 days before loading
date. The L/C shall be irrevocable, negotiable at any Bank at sight Letter of Credit in favor of
Seller for an amount in US Dollar sufficient to cover 100% of CFR Contract value through any First-
Class International Bank. Including 95% (Ninety five percent) CFR Contract value for provisional
payment and 5% (five percent) for the final balance payment.

The Buyer shall pay all banking fees outside opening bank. Payment shall be made within 5
working days after receipt of credit complying documents at the counters of opening bank.

7A) Provisional Payment

The said L/C shall be payable for the amount of (95%) ninety-five percent of the value of shipment
accompanied by the documents as stipulated in clause 8. The weight certificate issued by ALEX
STEWART together with the certificate of quality and the percentage of free moisture loss at 105
degrees centigrade issued by ALEX STEWART shall be the basis for seller’s provisional invoice.

7B) Final Payment

The balance value of the shipment after provisional payment shall be made against final invoice
under the L/C, which is to be based on final unit price, certificate of weight and quality issued by
CIQ/CCIC at the discharge port within 60 days after completion of discharge in China.

7C) If the 95% provisional payment is more than whole cargo value, the overpaid payment shall
be returned to the Buyer immediately after CIQ /CCIC reports are issued.

Clause 8 Documents:

EXPORT company NAME 4 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

Documents for Payment:

The following documents shall be presented to the L/C opening bank: -

Provisional Payment

1. Signed commercial invoice in one original and three copies indicating value of cargo shipped,
name of carrying vessel, contract number, Letter of Credit Number, and Bill of Lading Number.
2. Full set of Clean on Board, shipped Bill of Lading in three originals and three non-negotiable
copies, made out to order, blank endorsed, marked freight payable as per charter party and
notifying “To Order”.
3. Certificate of weight in one original and three copies issued by ALEX STEWART at the loading
port.
4. Certificate of draft survey in one original and three copies issued by ALEX STEWART at the
loading port.
5. Certificate of quality in one original and three copies issued by ALEX STEWART at the loading
port.
6. Certificate of origin in one original and two copies issued by local authorities,
7. Beneficiary’s certificate stating that shipping advice has been sent to the buyer by e-mail or fax
within 2day after Bill of Lading date, advising details of shipment.
8. Beneficiary’s certificate stating that the Seller has sent to the Buyer, by fax or e-mail, within 12
days of Bill of Lading date, one set of documents, to include, Bill of Lading, commercial invoice,
certificate of quality, certificate of weight, draft survey certificate and certificate of origin.

Final Payment

1. Signed final invoice in one original and three copies based on CIQ/CCIC report at discharge
port and final unit price.
2. One copy of Inspection Certificate of weight issued by CIQ/CCIC at discharge port
3. One copy of Inspection Certificate of Quality issued by CIQ/CCIC at discharge port.
In case certificate of Weight/Quantity and/or quality issued by CIQ/CCIC is not provided to the
seller within 60 days from completion of discharging, then the seller has the right to negotiate the
final invoice based on loading port’s weight and quality results issued by ALEX STEWART. In such a
case A declaration issued by the seller of non-receipt of CIQ/CCIC inspection certificate to
accompany documents, the said declaration shall be confirmed by the buyer in writing.
4. CERTIFICATE OF MONTHLY AVERAGE PLATTS IODEX 62% FE CFR NORTH CHINA FOR THE
MONTH NOR TENDERED DATE AT DISCHARGE PORT

Other terms and conditions of the LC

1. MISSPELLING OR TYPING ERROR ON DOCUMENTS THAT DO NOT AFFECT THE MEANING OF A
WORD OR SENTENCE WILL NOT BE TREATED AS DISCREPANCIES. UNLESS SUCH ERRORS
RELATE TO DESCRIPTION OF GOODS PRICE, QUANTITY, QUALITY AND VALUE AND AFFECT
THE MEANING.
2. ALL DOCUMENTS MUST BE IN ENGLISH.

CLAUSE 9: Vessel Nomination /ADVISE OF SHIPMENT

The vessel nomination will be sent to the buyer at least 5 days prior to vessel’s arrival at the port
of loading along with Demurrage and Dispatch rate, and the buyer shall confirm their acceptance
of vessel nomination and/or substitutions within two working days of notification. The vessel’s age
up to a maximum 20 years shall be acceptable. If the vessel is above 20 years old, over-aged
premium (OAP) shall be for Seller’s account.

Seller shall, upon completion of loading, advice Buyer within five working days by email/cable/fax
the following:

EXPORT company NAME 5 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

1. Contract No.
2. Name of Vessel
3. Name of Commodity
4. Invoice Value
5. Gross weight & Loading data
6. Bill of Lading No. & Date.

CLAUSE 10 – NOTIFICATION OF ARRIVAL:

The seller shall advise the buyer at least 10 (ten) days in advance of the estimated date of arrival
of the vessel at discharging port and specifying the type of vessel and hatch division.

The seller shall arrange for the Master of the Vessel to notify the buyer 3 (three) notice of the ETA
of the vessel at the discharge port. The first such notice will be given 7(seven) days prior to the
ETA of the vessel, the second will be given 48 (forty-eight) hours prior ETA and the third will be
given 24 (twenty-four) hours prior ETA.

CLAUSE 11 – VESSEL AND DISCHARGE TERMS:

Buyer guarantees to provide safe berth at the discharging port upon vessel arrival.

The buyer shall discharge the vessel at discharge port at the rate of 15,000mt per wwd Sundays
and holidays included.

The buyer shall discharge iron ore from the vessel at their own cost /time and expenses at the
above discharging rate per weather working day of 24 (twenty four) consecutive hours , Saturdays
, Sundays and holidays included.

Demurrage and Dispatch as per charter party agreement.

Demurrage/Despatch to be settled directly between Buyer and Seller by T/T within 15 days after
completion of discharge.

Lay time
Vessel’s Notice of Readiness (NOR) at the discharging port shall be tendered and ready in all
respect to discharge at any time whether in berth or not, whether customs cleared or not, whether
in port or not, whether in free practique or not, Sundays and holidays included.

At the discharging port, lay time shall count 12 hours after Notice of Readiness is tendered unless
sooner commenced in which case actual time used to count. Lay time used shall cease to count
immediately on completion of discharging.

Other Discharging Terms and Conditions

1 Time lost in waiting for berth shall be counted as lay time used.
2 Time for one shifting of vessel from anchorage point to discharging berth shall be to the
account of the vessel unless the vessel is on demurrage.
3 Stoppage of discharge due to breakdown of the loading equipment’s of the vessel shall not
be counted an lay time unless vessel is on demurrage.
4 Time lost due to mechanical breakdown at Mechanical Ore Handling plant at the discharging
port shall be counted as lay time.
5 Time lost for shifting shall be counted as lay time.
6 Time lost for de-ballasting shall be to the account of the vessel.
7 The vessel chartered by the Seller to perform this shipment will enter the limits of

EXPORT company NAME 6 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

destination Port, or nominated port by the buyer in China. Buyer guarantees one safe port
and 1 or 2 safe Berth for performing vessel. It is the Buyer’s responsibility to ensure
smooth discharge at the guaranteed rate at the berth.
8 Demurrage/waiting time, and/or other costs, losses caused by Seller’s late payment of
freight should be borne by the Seller.

Clause 12 Sampling and Analysis

At the loading port, seller shall, at seller's expenses, appoint ALEX STEWART or another
international certification company to determine the specification of magnetite Iron Ore to be
loaded on the vessel. Flow samples shall be drawn during loading for analysis and ALEX STEWART
shall provide a certificate evidencing the specifications of magnetite Iron Ore, the relevant screen
analysis, and the percentage of free moisture loss at 105 degrees centigrade. Buyer may, at
Buyer's expenses, have its representatives be present at the time of sampling.

At the discharge port, CIQ shall draw samples and divide them into 3 parts. One for the Buyer, one
for Seller and one for an umpire should the need arise. The three samples shall be sealed and kept
with CIQ. The Seller may appoint its own surveyor at the discharge port to conduct a joint survey
and inspection of its own. CIQ shall analyze the sample for the Buyer within 60 days after
completion of discharge and forward to the Buyer, which will promptly forward to the Seller by fax
or e-mail a certificate showing chemical composition, the percentage of free moisture at 105
degrees Centigrade and the relevant screen analysis. If no endorsement is made, the certificate of
quality at load port shall be final.

Clause 13 Passing of Title and Risks

Title to the cargo will be deemed as passing to the buyer when the cargo is loaded into the carrier.

Clause 14 Notice of Shipment

The Seller shall, upon completion of loading, notify the Buyer by e-mail, within 24 hours of
completion of loading of the vessel, details of total quantity loaded (as per Bill of lading) and
invoice value.

Clause 15 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, due to war, hostility, military operations of any kind, civil
commotion, sabotage, quarantine restriction, acts of Government, explosions, strikes, embargoes,
epidemics, fire, floods, earthquake, hurricane, storm, or tsunami, then the date of fulfilment of any
obligation shall be postponed during the time when such circumstances are operative.

Clause 16 Notice

Notices, demands or other communication required or permitted to be given or made under these
Terms shall be in writing and delivered personally or sent by registered post or by electronic
media, including E-mail or legible facsimile addressed to the intended recipient at its address set
forth above, or to such other address or facsimile number as either Party may from time to time
duly notify to the other.

Clause 17 Confidentiality

EXPORT company NAME 7 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

Both the Buyer and the Seller shall keep all information and other materials passing between them
and other persons and/or companies in relation to this Contract confidential and shall not, without
the prior written consent of the other party, divulge the confidential information to any other
person or use the information contained herein other than for carrying out the purposes of this
Contract.

Clause 18 Entirety of Contract

1. This Contract (together with any amendments or modifications thereof) supersedes all prior
discussions and Contracts (whether oral or written, including all correspondence) if any,
between the Buyer and the Seller with respect to the subject matter of this Contract and this
Contract contains the sole and entire Contract between the Buyer and the Seller hereto with
respect to the subject matter hereof.

2. Each of the parties hereto have had the opportunity to consult with legal counsel regarding this
Contract and have carefully read and considered the provisions hereof and having done so,
agree, assure, and acknowledge the reasonableness of the terms, conditions and restrictions as
set forth herein keeping in view all the relevant facts and circumstances

CLAUSE 19: PROCEDURE

1. Buyer and seller agree to the terms and sign/seal contract.
2. Seller prepares to transfer the cargo to the port stock pile
3. Buyer issued draft of the LC for seller approval and confirmation.
4. Buyer’s bank issues Letter Of Credit as per contract terms 15 days of contract signing and
sellers confirmation of draft contract.
5. Shipment is effected as per Clause 2 in this contract.

Clause 20 Severability

Any provision of this Contract, which is invalid or unenforceable, shall be ineffective to the extent
of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

Clause 21 Governing Law

This agreement shall be governed by and construed in accordance with UK Law. The parties hereto
shall undertake all efforts to amicably settle any disagreement or dispute arising out or about this
agreement. In the event an amicable settlement cannot be reached; all disputes or disagreements
shall be finally decided by arbitration in accordance with the rules of The Arbitration Foundation of
UK.
Such arbitration proceeding shall be held in Republic of UK and the language shall be in English.
Each party shall appoint an arbitrator and the third arbitrator should be a law practitioner

The arbitrator’s adjudication shall be final and binding. The Party, which loses in the lawsuit, will
bear the cost of the arbitration proceedings unless the arbitration panel finds differently.

Clause 22 Insurance

To be covered by the buyer. The seller shall send, the following shipping details to the buyer,
within 24 hours after shipment date:

Bill of Lading number,

Bill of Lading date,
Bill of lading Weight

EXPORT company NAME 8 of 9 Gain International Corporation Ltd

Cheer
Contract number:XXXXX Chile, May 15. 2023

Value of Cargo

Clause 23 Additional Conditions

a) The provision and definition of Incoterms 2000 shall apply to the expressions and
abbreviations used in the Contract.

b) The Seller and the Buyer shall treat information provided by the other party on a strictly
private and Confidential basis. The Seller and the Buyer shall take all necessary steps to
prevent the other’s confidential information from being misused or disclosed or made public
to any third party except as needed to successfully complete the Contract.

c) This contract is not assignable.

In witness, whereof this Contract is made in duplicate (2 originals) on this, 26th day of February
2023 and duly signed by the authorized representatives of the Seller and the Buyer.

SELLER BUYER
CHEER GAIN INTERNATIONAL CORPORATION LTD
Mr. Vincent LI

....................................................... .......................................................
Authorized Signature Authorized Signature

EDT (TRANSMISSIONS OF ELECTRONIC DOCUMENTS

1. Electronic document transmissions (EDT) shall be deemed valid and enforceable in relation to any provision of this
Agreement. As applicable, this Agreement shall be:
2.Incorporate US Public Law106229, "Electronic Signatures in the Global and National Trade Act" or any other applicable law
in accordance with the Model Law on Electronic Signatures of UNCITRAL (2001)
3. E-COMMERCE AGREEMENT (ECE / COMMERCE / 257, Geneva, May 2000) adopted by the United Nations Center for
Trade Facilitation and Electronic Business (UN / CEFACT).
4. WTD documents shall be subject to European Community Directive No. 95/46 / EEC, as applicable. Either party may
request a hard copy of any document that has been previously transmitted by electronic means, provided, however, that such
request does not in any way delay the parties from fulfilling their respective obligations and duties under the WBS instruments.
IN WITNESS WHEREOF, both parties have signed this Agreement as of the day and year above written. This Agreement
shall enter into force immediately upon signature by both parties.

EXPORT company NAME 9 of 9 Gain International Corporation Ltd

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