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This contract N001/RS/PRIVA/2009-44

is concluded on the 2nd December 2009 (the Effective Date)



The Seller agrees to sell Coltan (Colombo-Tantalite) being Tantalum Ta2O5 concentrates and the Buyer agrees to buy Coltan (Colombo-Tantalite) being Tantalum Ta2O5 concentrates at the terms and conditions set out below: 2. QUANTITY AND QUALITY

In 2 sealed 20 Containers containing approximately 22,5 (twenty two point five) wet metric tons +/- 10% in Sellers option of Tantalum concentrates (the Concentrate) expected to assay 35% to 38% of Ta2O5 content, (rejected if ThO2 % + U3O8 % exceeds 0,50%, then classifying the Coltan as RADIOACTIVE, prohibited to be Imported). Typical assay balance Nb2O5 13.2% Sn 7.5% WO3 2.3% Sb ? 3. SHIPMENT The Seller will transport the 2 containers at his own cost from DR Congo to Lusaka Zambia.The cost of transportation from DR Congo to Lusaka Zambia for the inspection by Alex Stewart will be borne by the seller. Per 20 containers, After 2 trial containers at beginning of contract, Afterwards Buyer and seller will agree on mutually acceptable monthly quantities 4. TRADE TERM


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At the time of containerisation/container sealing, Assaying, sampling, weighing, sealing shall be performed by ALEX STEWART at MANICA warehouse in Lusaka Zambia The buyer shall be the one responsible for the invitation of Alex Stewart for the inspection at MANICA warehouse at his own cost. The Seller will arrange to provide the goods MANICA warehouse and to order Inspection by Alex Stewart, one Representative of the forwarder assessing the operation. All the work the Seller shall inform the Buyer, and the Buyer representative shall be invited to witness. After successful sampling the seller shall move the goods from MANICA warehouse to SDV Zambia.

Once the goods are satisfactorily confirmed by SDV ZAMBIA as received in their custody and safe keeping receipt thus issued, the seller shall hand over all documentation regarding the shipment to the buyer. The buyer shall then do payment in KAMPALA, UGANDA to seller in cash 100%. 5.2.- Sampling => 6 same numbered and sealed Representative samples per Container A representative sample will be drawn for each container from the ores mixed in pile. Same representative sample will be done and sealed in at least 6 numbered samples, (7 if the Local Alex Stewart Representative wants to keep one for him) each of them mentioning name and signature of the Inspector, n of five, n of sealed drums, n of the Container, n of the container seal to which it applies : 1. Sb 2. N1 of 6 : to be sent to Alex Stewart UK for Analysis of Ta2O5, Nb2O5, ThO2, U3O8 , H2O and

N2 of 6 : to be attached to a precise sealed drum in the sealed container

3. N3 of 6 : to be kept as testimony by the forwarder to guarantee him of substitution of sample of the goods in the sealed container. 4. 5. N4 of 6: to be kept by the Seller N5 and N 6 of 6: to be send to the Buyer.

. 5.3. Packaging in sealed drums and in a sealed container From pile, after sampling, all material shall be packed into iron drums with covers suitable for ocean shipping and issued non-wood package certificate. The container number, N of drum, net wet weight of each drum shall be clearly marked on each drum. Alex Stewart should seal each drum containing around 650 kg net wet weight, and certify this weight. Each and all drums shall be stuffed in 20 feet containers. The N2 of 6 of the representative sample should be attached to a precise sealed drum in the container. The containers should be sealed by Alex Stewart and the Forwarder, and the corresponding packaging list should be established in triplicate and signed by the forwarder and Alex Stewart, including the Contract No, same N of drums, N of Containers, N of Seal of container, Gross & Net Weight of goods If the customs or whoever need to open the sealed container, Alex Stewart should be present from re-opening to re-closing of the container. The container shall be closed by Alex Stewart again and Alex Stewart UK issue the corresponding document, the forwarder and Alex Stewart should re-issue and sign the corresponding Packaging List with new N of seal of Container.

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The results of such, analysis, weighing and sampling certificates - all mentioning net wet weight, n of Container, n of seal of container and made by Alex Stewart UK - shall be the basis of Commercial invoice of the Seller, Documentary credit opening, Maritime Bill of Lading, and payment. 7. PRICE 7.1.- Schedule of Price per kilogram load These prices revisable each month : the price listed above will be valid within 1 month from the date of the price listed above will be valid within 1 month from the date of 2nd December 2009. the price shall be USD28 /kg (per kilogram) 7.2.- Invoice Value The invoice value shall be calculated using the following formula Invoice value = W kg * usd price Thus 8. PAYMENT

100% to sellers by cash payment against documents of cargo deposit issued by SDV ZAMBIA among them the Alex Stewart inspection results and all other relevant documents. This payment will be done in KAMPALA,UGANDA as stipulated in clause 5.1 above. 9. TITLE AND RISK Title passes from the Seller to the Buyer upon final payment at KAMPALA ,UGANDA.

10. FORCE MAJEURE Neither Seller nor Buyer shall be responsible or liable to the other party for any loss or damage caused by any delays and inability to perform any of their respective obligations under this contract caused by or resulting from wars, strikes, fires, floods, riots, accidents, civil disturbances, explosives, sabotage, storms, earthquakes, unavailability of transportation, prohibitions imposed by any government or governmental authority, without limitation, any other cause beyond the reasonable control of the parties whether similar or dissimilar to the caused set forth above. Neither party shall be excused from its obligations under this order by the aforementioned occurrences unless notice and proof of such occurrence is given by the party affected to the other party within fourteen days after the discovery thereof. After the occurrence of any such delay or inability in rendering, performance by the party affected is removed, that party shall cause the transaction to be completed as contracted; subject, however, to the right of the party not claiming force majeure to cancel its obligations under this contract if the delay or inability persists for more than 90 days. 11. ARBITRATION In the event of any dispute arising from the transactions contemplated by this contract, the parties will meet to discuss the matter in good faith with a view to agreeing upon possible means of resolving such dispute. In the event of a failure to resolve a dispute by such means, any controversy or claim arising out of or relating to this contract or breach thereof, shall be settled by arbitration in China in accordance with the rules of arbitration of

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the international chamber of commerce. The judgment shall be put into force after both parties signed. The fee of arbitration would be borne by the losing party. 12. APPLICABLE LAW This contract shall be governed by and constructed in accordance with the laws of Inco terms 2000. 13. CHOICE OF LAW This contract shall be governed by and construed in accordance with English law. 14. TAXES AND TARIFFS

Any taxes, tariffs and duties whether existing or new on the Concentrates or contained metals or on commercial documents relating thereto or on the cargo itself, imposed in the country of origin and others African countries shall be borne by the Seller. Any taxes, tariffs and duties whether existing or new on the Concentrates or contained metals or on commercial documents relating thereto or on the cargo itself, imposed in the country of discharge and/or the importing country shall be borne by Buyer



Seller undertakes that all the necessary export licenses and all other authorizations required for the Concentrates have been obtained (and/or will be obtained) for the entire quantity covered by this contract. Seller furthermore guarantees that such licenses will remain in force for the full life of the contract. 16. INCOTERMS Insofar as not inconsistent herewith INCOTERMS 2000 (and any later amendments thereto) shall apply to this contract 17. ENTIRE AGREEMENT This contract constitutes the entire agreement between the parties with respect to the subject-matter hereof and supersedes any previous agreements between the parties relating to the subject-matter. Each party acknowledges and represents that it has not relied on or been induced to enter into this contract by any representation, warranty or undertaking other than those expressly set out in this contract. A party is not liable to the other party for a representation, warranty or undertaking of whatsoever nature that is not expressly set out in this contract. IN WITNESS WHEREOF the parties have executed this document as of the respective dates specified below with effect from the Effective Date specified on the first page of this document when exchanged signed by each party sent by fax.


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For the Buyer :

_For the Seller :_______________

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