SALES & PURCHASE AGREEMENT

IRON ORE FINES

Main Supply Terms

CONTRACT NUMBER: 0012

SELLER:

COMPANY NAME:  Seller's Details:

Company Name : 2k Cad Cam Technologies
Address : 1/76 1st floor, WHS, Timber market, Kirti Nagar, New Delhi
-110015 Telephone +9198107-61702/+9198100-59098
Fax
E_Mail ks.2ktech@gmail.com/
kuldeep@2ktech.co.in
Representative Mr. Kuldeep Singh
Title CEO

ADDRESS: BENIFCIERY OK
BWI INTERNATIONAL FZE ON BEHALF OF JVC ADMANS MINING USA AND FERNANDEZ MUÑOZ INTERNATIONAL
BUSINESS SRL.

RECEIVING ACCOUNT: BWI INTERNATIONAL FZE

COMPANY ADDRESS: NASSIMA TOWER OFFICE 2102, TRADE CENTER, DUBAI UAE

BANK NAME: EMIRATES NBD

BANK ADDRESS:  AL SATWA BRANCH- AL BADAA , DUBAI UAE

ACCOUNT NAME: BWI INTERNATIONAL FZE

ACCOUNT #:   1025435290202

SWIFT CODE:  EBILAEAD

SIGNATORY: ROY ANTONIO LAWES HUDSON

BANK TELEPHONE: +: +971 (0) 4 381 9836

ACCOUNT MANAGER: PRAKASH KAIPENCHERY

MANAGER EMAIL: KAIPENCHERYP@EMIRATESNBD.COM

MANAGER TEL: +971 (0) 4 381 9836
TEL: +346-233-8561

FAX: 

EMAIL: ks.2ktech@gmail.com/ kuldeep@2ktech.co.in

   
   

       

BUYER: 

This contract is made out by and between Buyer and Seller whereby Buyer agrees to
buy and Seller agrees to sell the under-mentioned goods, on the terms and conditions
stated below:

CLAUSE 1: PRODUCT 

Country of Origin:  HONDURAS

PORT OF CASTILLA HONDURAS ATLANTIC SIDE

CLAUSE 2:  DELIVERY PERIOD AND QUANTITY

Quantity: 250,000 MT (+/-10%)  
Delivery Period: First delivery within 30 or 40 days upon receipt of buyer's Irrevocable and
NON Transferable Letter of Credit. From the second delivery within 60 days upon receipt of
buyer's Irrevocable and USANCE NON Transferable LC. The actual B/L date should be
2% PB the recorded delivery date.

The Letter of Credit will be payable at 90% against the SGS and BL Certificate of cargo at the
port of origin (XXXXXXXXX), and the remaining 2% will be payable against the ICQ
Certificate
to the discharge at the port of destination (CHINA).
Quantity: The total quantity of goods is 3,600,000 DMT (Three Million Six Hundred Thousand
Dry Metric Tons) (+/‐ 10%) (Plus or minus Ten Percent) at Buyer’s option to be delivered within
the 12 months period, in accordance to the shipping schedule below.
Partial Shipment: not allowed.
Transshipments: Not allowed
Packing: In bulk

CLAUSE 3:SPECIFICATIONS IRON ORE

Chemical Composition Guaranteed (% by weight)

Fe 60 %basis, reject below 57%
SiO2 1.50% max，reject above 2.50%
Al2O3 3.00% max ，reject above 4.50%
Phosphorus (P) 0.06% Max ，reject above 0.09%
Sulphur (S) 0.06% Max，reject above 0.08%
Moisture loss At 105  degree
8.0% Max
centigrade
1mm – 10mm 90% min.
Size: 0mm to 10mm Above 10mm 10% max.

FREE MOISTURE LOSS AT  8% MAX 105 degree centigrade 

CLAUSE 4: CFR PRICE

The minimum sale price "Floor Price" is set at $ 87 .00 CIF /DMT.
.
Contract for 1 year, extendable 
Price term is CFR:  xxxxxxxxxxxxport,  China
Buyer shall be responsible for insurance after loading and before discharging.

CLAUSE 5: PRICES ADJUSTMENT

A)  For Fe Content

In respect of each shipment of iron ores which does not meet the Fe specifications as set forth in
clause 3, the price referred to in clause 4 shall be adjusted in accordance with Fe content as
determined pursuant to the provisions of clause 9 as follows:
 1. The Base Price shall be increased USD 1.00/DMT for 1.0% Fe content above 62.0% Fe
content, fractions pro rata. 

2. The Base Price shall be decreased USD 1.00/DMT for 1.0% Fe content   below 62.0% Fe
content, fractions pro rata. Unless buyer at buyers sole option chooses to reject below 62%.

B) For other elements

If the shipment does not meet any of the chemical specifications other than Fe provided in clause
3 as finally determined in accordance with the provisions of the clause 9, the base price shall be
decreased as follows:

    For excess Phosphorus

At the rate of USD0.05/ DMT for each 0.01% in excess of 0.06%.
If P content is excess of 0.09%, buyer has the right to reject the cargo.

    For excess Sulphur

At the rate of USD0.05/ DMT for each 0.01% in excess of 0.06%.
If S content is in excess of 0. 08%, buyer has the right to reject the cargo.

   
For excess Silica
At the rate of USD0.05/ DMT for each 0.1% in excess of 1.5.%.If SiO2 content is excess
of2. 5%, buyer has the right to reject the cargo
For excess Alumina

      At the rate of USD $0.05/ DMT for each 0.1% in excess of 3%.
      If Al2O3  level is in excess 4.5% buyer has the right to reject the cargo. 

C) Size 

 If the shipment does not meet the physical specifications, penalty shall be as follows:
US$0.05 per DMT fraction pro rata shall be applied to the quantities of ore above 10mm
exceeding 10%. 

D) Moisture
SGS or Similar will conduct current analysis to ascertain exact moisture contents at   105
Fahrenheit to be included in the Contract.

          
CLAUSE 06: TERMS OF PAYMENT 

1) The buyer and seller complete this agreement, initial each page, signed and sealed and
returned to the other party.

2) The buyer must provide the seller LC project and the seller must be formatted Performance
Bond buyer after this contract performance bond and Text LC will be agreed with the buyer and
the seller before signing was signed.

3) Within 5 working days after the contract, the buyer's bank will issue an Irrevocable, and
Transferable, Letter of Credit at sight payable to Bank seller. The Performance Bond 2% of the
value of the LC, will be sent by the seller within 7 working days after receiving the LC.

4) Letter of Credit is valid for ninety (90) days from the date of issuance thereof. The documents
should be submitted to the issuing bank within fourteen (5) days after shipment. The content of
the letter of credit must be in accordance with the terms of this Agreement.

5) Seller shall load the ship at the port of loading and pay all costs associated with the load. The
buyer will be responsible for unloading the ship at the port of discharge and all costs associated
with the download.

6) third-party documents are acceptable except Project and Invoices.

CLAUSE 7：DOCUMENTS

For the purpose of getting payment under the letter of credit, Seller shall present the following
documents:
Presentation of Documents:

A)  A full set of Clean-on-Board Bill of lading in 3/3 Three Originals negotiable and
Three non-negotiable Copies, made Out to order, blank endorsed, marked “Freight
prepaid” or “Freight Payable as per Charter Party Agreement” and notify “to order”.
Charter Party Bills of Lading acceptable. 

B)  Provisional Invoice in five original indicating contract number, LC number, name of
carrying vessel. The invoice shall be in English.

C)    Certificate of Quality in 3 (Three) Original and 3 (Three) Copies issued and signed
by SGS or similar  showing the name of the carrying vessel, the full chemical essay of
the Iron Ore on Board and the weight of cargo on board . 
 D)     Certificate of Weight in 3 (Three) Original and 3 (Three) Copies issued and signed
by SGS.

E)     Certificate of Origin in 1 (One) Original and 2 (Two) Copies to be issued and
Signed by the local Chamber of Commerce in and detailing loaded Quantity,
Commodity, Carrying Vessel and Exporter’s Name and Address, Consignee Showing
“To Whom It May Concern”.

F)   Pertinent documents permitting export to be ascertain.

CLAUSE 8:  WEIGHT

At the loading port, Seller at Seller’s expenses shall appoint SGS to determine the weight of
shipment of ore by draft survey. The weight of ore as ascertained and certified together with
SGS  analysis certificate shall be basis of provisional invoice.

For weight discrepancies CIQ entry inspection for weighing at destination will be advised to
seller on negotiation.

CLAUSE 9:  SAMPLING AND ANALYSIS

1. At the loading port Seller shall at Seller’s expense, appoint SGS to determine the specification
of ore content in shipment, and shall provide a certificate showing details of the determination
and also the percentage of free moisture loss at 105 degree Fahrenheit.
The Buyer may, at Buyer's expense, have its representatives be present at the time of such
inspection at loading port.

 2. At discharging port, the Buyer shall, at Buyer's expense, appoint CIQ to take sample and
conduct analysis of the shipment cargo and determine the specifications stipulated in Clause 4.
CIQ shall take samples from the shipment and divide it into three parts, one for Buyer, the
second for possible need of Seller and the third for possible umpire analysis which shall be
sealed and kept by CIQ. The certificate of quality thus issued by CIQ at discharging port shall be
final and basis for Seller’s final invoice.
The Seller may, at Seller’s expense, have its representatives be present at the time of such
inspection at discharging port.

3. If the sampling analysis for Fe content exceeded one percent (1%) between at loading port and
the discharging port, the Seller and Buyer may consult, to settle the differences. If no agreement
could be reached after consultation, both party will appoint the third analysis party (SGS or
INTERTEK in China) to analyze the sample for umpire kept by CIQ. 
The Analysis result of Fe content, other elements from the third analysis party will be final. Cost
of umpire analysis is for the account of the party whose own analysis differs further from the re-
sampling analysis and if the results of such re-sampling is the mean of the analysis of Buyer and
the analysis of Seller then such cost shall be equality borne by both parties.
4. CIQ shall analyze the sample for Buyer within 40 days after discharge, and issue and promptly
forward to Seller by air mail a certificate showing the percentage of chemical content, the
percentage of free moisture loss at 105 degrees centigrade and the relevant screen analysis.
CIQ’s analysis shall be final for purposes of the issuance of Seller’s final invoice except as
otherwise provided for in paragraph 5

5. If no determination of analysis is exercised at the discharging port, SGS Analysis certificate at

the loading port shall be conclusive as to specification of ore for purposes of the issuance of
Seller’s final Invoice.

CLAUSE 10:  DISCHARGING TERMS

Seller shall arrange for the master of the vessel to notify Buyer or Buyer’s agent at discharging
port 5 (five) notices of the estimated time of arrival (ETA) of the vessel at the discharging port.
The 1 of such notice will be given  7 (seven) days, the 2 to be 5 (five) days, the 3 to be 3
st nd rd

(three) days, the 4 to be 48 (forty-eight) hours and the 5 to be 24 (twenty-four) hours prior to
th    th

the ETA of the vessel.

CLAUSE 11:  ADVICE OF SHIPMENT

The Seller shall, before the loading starts and upon the date of completion of loading, advice the
Buyer by fax/EMAIL, the advising document shall indicate the Name of Commodity, Contract
Number, Name of Vessel, ETA Date, Bill of Lading Date, Bill of Lading Number and Bill of
Lading Weight at the loading port and vessel agency at discharging port.

CLAUSE 12:  INSURANCE

Insurance to be covered by Buyer from the time when the shipment advice arrived and ore is
loaded into vessel. 

CLAUSE 13: LIQUIDATED DAMAGE

In case of non performance of the contract by the Seller/the Buyer (excluding Force Majeure
condition) the Seller/the Buyer shall compensate to the Buyer/the Seller all costs of cancellation
charges including but not limited to bank costs, or port charges as applicable. 

CLAUSE 14: PERFORMANCE GUARANTEE  

Within 7 working days after receipt of the draft Letter of Credit, The Seller shall issues
Performance Bond of 2% of face value of the draft LC. This Performance Bond is unconditional,
but can only be negotiated  in the event of non-delivery of the commodity at the loading port by
the Seller within the shipment period stipulated in the contract. The Seller shall issue the
Performance Bond as per the format requested by the Buyer with expiry date of not less than 90
days from the issuing date of this Performance Bond.  
The PB is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 revision, ICC
Publication No.758.

CLAUSE 15: LICENSE & TAXES

15.1) Sellers should, at seller’s own cost, arrange export license or other relevant documents if
required for the ore export, failure of which Sellers shall be fully responsible for all losses or
damages incurred to the Buyers. 

15.2) Buyers shall, at buyers’ own cost, arrange import license or other relevant documents if
required for the ore import, failure of which Buyers shall be fully responsible for all losses or
damages. All taxes & tariffs and dues levied on the cargo at loading port and on the vessel to be
for Seller's’ account. All taxes & tariffs and dues levied on the cargo at discharging port to be for
Buyer's’ account.

CLAUSE 16 :DEFAULT 

Seller Events of Default. Each of the following shall constitute a Seller Event of Default:

Seller fails to Deliver (excluding the case that Seller requests for shipment rescheduling that is
approved by Buyer) Product to the Buyer in accordance with this Contract on one occasion
except for Force Majeure;

Seller breaches any other obligation on its part under this Contract and such breach is not
remedied within thirty days after notice in writing from the Buyer stating the breach and
requiring the remedy thereof;
Seller initiates or consents to proceedings relating to itself under any applicable bankruptcy,
reorganization or insolvency law; Dissolution of the Supplier is commenced.

Buyer or seller  Events of Default.  

Each of the following shall constitute a Buyer Event of Default:

Buyer fails to pay, when due, any amount required to be paid to the Seller under this Agreement
and such failure continues for thirty days following the Seller's written demand for such
payment;

Buyer or seller  breaches any other obligation on its part under this Agreement and such breach
is not remedied within thirty days after notice in writing from the Seller stating the breach and
requiring the remedy thereof;
 Buyer initiates or consents to proceedings relating to itself under any applicable bankruptcy,
reorganization or insolvency law. Dissolution of the Buyer is commenced.

If either Party breaches any provision of this Agreement, the other Party may give the defaulting
Party notice to remedy the breach. If the defaulting Party fails to remedy the breach within 14
days of receipt of the notice, the other Party may terminate this Agreement in whole or in part,
demand performance and, in either event, claim damages.

CLAUSE 17: FORCE MAJEURE

If and any time during the existence of this contract either party is unable to perform whole or in
part any obligation under this contract because of war, hostility, military operation of any
character, civil commotions, sabotage, quarantine restriction, acts of Government, fire, floods,
explosions, epidemics, strikes or other labor trouble, embargoes, then the date of fulfillment of
any obligation shall be postponed during the time when such circumstances are operative. 

Any waiver/extension of time in respect of the delivery of any installment or part of the goods
shall not be deemed to be waiver/extension of time in respect of the remaining deliveries. If
operation of such circumstances exceed one and half month, either party will have the right to
refuse further performance of the contract in which case neither party shall have the right to
claim eventual damages. The party which is unable to fulfill its obligations under the present
contract must within fifteen (15) days of occurrence of any the causes mentioned in this clause
shall inform the other party of the existence of termination of the circumstances preventing the
performance of the contract. Certificate issued by a Chamber of Commerce or any other
competent authority connected with the cause in the country of the Seller or the Buyer shall be
sufficient proof of the existence of the above circumstances and their duration. Non-availability
of material and non-availability of export license will not be an excuse to Seller for not
performing his obligations under this Contract. 

Seller shall be responsible for obtaining any export license and/or quotas required in the origin
country and failure to obtain such license and/or quotas shall not constitute Force Majeure.

LAUSE 18: ARBITRATION AND GOVERNING LAW OF THIS CONTRACT

The parties hereby agree to settle all disputes amicably.  If settlement is not reached, Any
dispute arising from or in connection with this contract shall be submitted to arbitration 
which shall be conducted in accordance with the commission of arbitration rules in effect at
the time of applying for arbitration. The arbitral award is final and binding upon both party.
The losing party will pay the arbitration fee.
CLAUSE 19: TITLE AND RISK

The title with respect to the shipment shall pass from Seller to Buyer when Seller receives
payment.
All risk of loss, damage or destruction respecting the ore delivered shall pass to Buyer upon
loading thereof onboard the carrying vessel at the load port.
Buyer and Seller at their sole option may choose a nominee for this contract by advising the
counterparty the name and the full detail of nominee.

CLAUSE 20: AMENDMENT OF THE CONTRACT

Any amendment and or annex to this contract shall be made in written form and signed and
sealed by both Parties. If any amendment is not signed and sealed by both Parties, it shall be
construed null and void and of no legal effect.

CLAUSE 21: BANKING INFORMATION

BANK OF THE SELLER

SELLER'S BANKING DETAILS:

Seller's Bank
BANKNAME: AXIS BANK
ADDRESS: F-26/20 SECTOR 7, MAMARG ROHINI, NEW DELHI
110085
CITY/ZIP:
COUNTRY: INDIA
BANK TEL: 011-27555539
BANKFAX:
ACCOUNTNAME/NUMBER: 916020056110410

BANKSWIFT CODE: AXISINBBA23

BANKOFFICER’SNAME: Ms. Raj Mani
TITLE:

DIRECT TEL/FAX
 BANK OF THE BUYER

Bank Name: 
Bank Address: 
Account Name: 
Account Number: 
Swift:  
TLX：
TEL：
FAX：
Website
Email： 

     
CLAUSE 23: OTHER TERMS AND CONDITIONS

23.1    This contract made out in two originals, one to be held by each party and shall have the equal
force. This contract is used in English, two languages are both available, but if have any conflict,
English version shall prevail. The Fax of the contracts is available before the both parties receive
the origin version of the contract. 

23.2    The terms and conditions of this Contract are not intended to form any 
              Precedent for any other Contract.

23.3    Both the Buyer and the Seller shall execute and sign this Contract.

23.4    The language of the contract and the correspondence, notices, invoices, certificates shall be
English.

IN WITNESS WHEREOF, both parties hereto have executed this Contract as of the day and year
first above written. This Contract will take effect immediately upon both parties’ signature and
stamp. 
                             

BUYERS INFORMATION

FA
                       
 _________________________________
(Sign & seal with company chop)   

        

SELLERS INFORMATION

COMPANY NAME:  Seller's Details:

Company Name : 2k Cad Cam Technologies
Address : 1/76 1st floor, WHS, Timber market, Kirti Nagar, New Delhi
-110015 Telephone +9198107-61702/+9198100-59098
Fax
E_Mail ks.2ktech@gmail.com/
kuldeep@2ktech.co.in
Representative Mr. Kuldeep Singh
Title CEO

SELLER:

FOR 2K CAD CAM TECHNOLOGIES

By:

Date:  20/07/19                                 
 _________________________________
(Sign & seal with company chop)