MRI trading AG. (2009).

Recuperado de la base de datos de UESAN (035194)

MRI TRADING AG

CONTRACT OF PURCHASE NUMBER:

CONTRACT DATE:

P.09.ZNCN.MT31731
th
18 February, 2009

MRI TRADING AG (Buyer), Baarerstrasse 53, P.O. Box 4362, CH-6304 Zug, Switzerland hereby
agrees to buy and Minera Florida Ltda (Seller), Camino El Asiento S/N, Alhue, Santiago de Chile,
Chile, hereby agrees to sell the following material at the following specific terms and conditions:

1.

MATERIAL AND QUALITY:

Cenizas Zinc Concentrates, assaying typically as follows:
Zn

50 - 58

25 - 31

Pb

5-9

Fe

3-7

SiO2

4 -8

Cu

0,5 - 2

Cd

02 - 0,3

MgO

0,15 - 0,3

Mn

0,15 - 0,25

Sn

0,015 -0,025

Sb

0,010-0,020

As

0,01 -0,015

Bi

0,004 -0,006

Ni

0,0005 -0,0020

In

0,0005-0,002

Co

ppm

95 - 120

Cl

ppm

20 - 40

Te

ppm

15 - 30

Hg

ppm

1-2

Ag

gms/tonne

90 - 200

Au

gms/tonne

2 -10

Pt

ppm

< 0,1

For the balance of its composition the material shall otherwise be free from harmful impurities
or elements deleterious to the normal smelting and refining process. In case of any significant
change in the above assays, Buyer and Seller shall amicably negotiate a solution for the lot in
question and/or the not shipped portion of this agreement.
Moisture content of the material shall be sufficient to avoid blowing and dusting and shall
conform to the regulations of International Maritime Organisation for safe ocean transport of
bulk cargoes.

2.

QUANTITY:
100pct of the annual mine production which is estimated at 12000 dmt (twelve thousand dry
metric toms) +/- 10 % in Buyers option.

Baarerstrasse 53* P.O. Box 4362 * CH-6304* Zug * Switzerland

Telephone (+41) 41 727 2800 * Telefax (+41) 41 727 2899

MRI TRADING AG

3.

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DURATION:
From February until December 2009.

4.

SHIPMENT:
In various lots of 2500 (two thousand five hundred) wet metric tons evenly spread during 2009
either in bulk or in 20 feet containers (heavy tested), in Buyers option. Shipping schedule to be
mutually agreed.
In case of bulk shipment, Seller guarantees that the concentrate shall be suitable and safe for
loading, overseas shipment, discharging and complies with the IMO Code of Safe Practice for
Solid Bulk Cargoes.

5.

DELIVERY:
The concentrates shall be delivered FOB CY Las Ventanas, Chile (as per Incoterms 2000). All
local charges such THC shall be for Sellers account.

6.

PRICE:
The price per dry metric ton of the material shall be the sum of the payments less the
deductions specified below:
6.A)

Payable Metals:

6.A.1

Zinc:
Pay 85 % (eighty five percent) of the final zinc content, subject to a minimum
deduction of 8 (eight) units per dry metric ton at the official LME Settlement for SHG
Zinc as published in Metal Bulletin, averaged over the Quotational Period.

6.A.2

Silver:
Deduct 3.0 (three point zero) ounces per dry metric ton of concentrates from the final
silver content and pay for 70% (seventy percent) of the balance at the London Silver
Spot/Cent, as published in USD in Metal Bulletin, averaged over the Quotational
Period.

6.A.3

Gold:
Deduct 2.0 (two point zero) grams per dmt of the concentrates from the final gold
content and pay for 60% (sixty percent) of the balance at the mean of the London
AM/PM fixing, as published in USD in Metal Bulletin, averaged over the Quotational
Period.

6.A.4

No other metals shall be payable.

6.B)

Deductions:

6.B.1

Treatment Charges:
The base Treatment Charge shall be US Dollars 220.00 (two hundred and twentz) per
dry metric ton, basis FOB CY Las Ventanas, Chile.

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

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Upscale/Downscale:
The above treatment charge is based on an applicable Zinc price of U.S. Dollars 1,000
(one thousand) per metric ton and shall be increased by U.S. Dollars 0.12 (zero point
one two) per dry metric ton for each U.S. Dollar 1 (one) per metric ton variation above
U.S. Dollars 1,000 (one thousand). No downscale applicable.
6.B.2

Penalties:
Iron:
Lead:

7.

US$ 1.50 (one point five) per DMT for each 1.00 % (one percent) the final Iron
content exceeds 8.00 % (eight percent). All fractions pro rata.
US$ 1.50 (one point five) per DMT for each 1.00 % (one percent) the final
Lead content exceeds 5.00 % (five percent). All fractions pro rata.

QUOTATIONAL PERIOD:
The applicable quotational period shall be in Buyer option, either the average of the month
following the month of shipment (M+1) or the average of the fourth month following the
month of shipment (M+4), where M is evidenced by the on board date of Bill of Lading. Such
option shall be declared by the Buyer for each shipment and each payable metal separately,
prior to the beginning of the earlier Quotational Period.

8.

PAYMENT:
All payments will be made in U.S. Dollars.
A.) Provisional payment: Buyer shall pay Seller 90 % (ninety percent) of the estimated value
of each shipment based on latest known information against the prompt presentation of
the following full set of original shipping documents at Buyers office in Zug/Switzerland or
at Buyers nominated bank counters after the completion of loading:

Full set of 3/3 original and 3 non-negotiable copies clean on board ocean or charter
party bills of lading issued in accordance with Buyer's instructions.
Seller's provisional invoice in triplicate.
Seller's provisional weight and moisture certificate.
Sellers provisional assay certificate based on the shipped concentrates.
Original certificate of origin (GSP Form A issued by the competent Chilean authority).

B). Final payment: Final settlement shall be made promptly after final weights, assays and
quotations are known and any balance due either party shall be paid promptly by telegraphic
transfer.
9.

WEIGHING, SAMPLING AND MOISTURE DETERMINATION:

The concentrates shall be weighed, sampled, and moisture determined in accordance with
standard international practice at discharge port.
These operations shall be carried out under the supervision of an internationally and
independently recognised supervision company conjointly appointed by Seller and Buyer. The
fees for this service shall be shared equally between Seller and Buyer.
Weighing and sampling shall be made in lots of maximum 500 (five hundred) WMT each, and
the moisture content of each lot shall be determined separately. Each lot shall form a
separate and complete delivery for all purposes of this contract. The weight and moisture so
determined shall be final for settlement purposes.
For all shipments, sample distribution shall be as follows:
2 (two) sets of sealed samples for Seller.
2 (two) sets of sealed samples for Buyer.

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

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2 (two) sets of sealed samples for Receiver.

2 (two) sets of sealed samples to be reserved by an internationally recognised supervision
company for eventual umpire purposes.
10.

ASSAYING:
From the samples thus obtained, Buyer and Seller shall make their own party assays and
exchange them by crossing mail on a pre-arranged date.
The average of Buyers and Sellers assays shall be final for settlement, unless the following
splitting limits are exceeded:
Zinc:
0.50 % (zero point five percent)
Silver:
30 grs/dmt (thirty grams per dry metric ton)
Gold:
1.00 gr/dmt (one gram per dry metric ton)
Iron:
0.50 % (zero point five percent)
Lead:
0.50 % (zero point five percent)
In the event these limits are exceeded, the umpire sample(s) reserved for this purpose shall
be referred to one of the following laboratories:

Laboratory Service International B.V. (LSI)

Alex Stewart International U.K.
A.H. Knight International U.K.

Settlement shall be made on the basis of the average of the umpire assay and the nearest
party assays if the umpire assay falls between the exchanged results otherwise the umpire
assay to be final.
The cost of the umpire assay shall be for the account of the party whose result is furthest from
that of the umpire, but if the umpire is the exact mean of the two parties assays, the cost of
the umpire analysis shall be shared equally by the two parties.
11.

SUSPENSION OF QUOTATIONS:
Should any quotation referred to in this contract cease to be published or cease to be
representative, Buyer and Seller shall negotiate in good faith to establish a mutually acceptable
pricing method and in the event of their inability to agree within thirty days of cessation of the
quotation, the pricing method shall be determined in accordance with Clause 20 and 21 of this
Contract.

12.

TITLE AND RISK:

Title shall pass from Seller to Buyer upon Buyer making the provisional payment(s).
Risk shall pass from Seller to Buyer upon delivery of material over ships rail at load port.

13.

INSURANCE:
Insurance shall be covered by Seller in accordance with Incoterms 2000.

14.

SHIP LOST AND DAMAGE CLAUSE:

14.A.1 In the event that the complete cargo is lost or no part thereof shall arrive in good
condition, final payment shall be made in accordance with the terms and conditions
contained herein. Cargo shall be deemed to have arrived 30 days after Bill of Lading
date. Bill of Lading weight, along with moisture and assays determined at the time of
loading, will be the basis for final settlement.
14.A.2 In the event that part of the cargo is lost, final payment shall be made in accordance

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

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with the terms and conditions contained herein. Net dry weight shall be based upon
the Bill of Lading weight less moisture to be determined at the time of loading. Assays
shall be determined from the samples taken from that portion of the cargo which has
safely arrived in good condition and shall be the basis for final settlement. Alternatively
and for checking purposes the load port assays can be used as well.
14.A.3 In the event the damage shall not have altered the weight of the damaged portion, final
payment for the Material damaged shall be made on the basis of final weight in
accordance with Clause 9 herein, and assays and prices as determined for the part of
the cargo which has been safely delivered in accordance with terms and conditions
contained herein.
14.A.4 In the event that part of the cargo is lost or the weight is altered by damage, final
payment for the material lost or damaged shall be made on the basis of the Bill of
Lading weight adjusted for moisture on the safely delivered and unaltered portion, and
assays and prices as determined for the part of the cargo which has been safely
delivered and without damage in accordance with the terms and conditions contained
herein.
15.

NOTICES:
All notices shall be made to the addresses of the parties set forth below or such subsequent
address as any party may subsequently advise the other party in writing:

16.

Buyer:

MRI TRADING AG
Baarerstrasse 53
CH-6304 Zug
Switzerland

Telephone:
Facsimile:

+41 41 727 28 00
+41 41 727 28 99

Seller:

Minera Florida Ltda

Camino El Asiento S/N
Alhue
Santiago de Chile
Chile

Telephone :
Facsimile:

+56 2 5196403
+56 2 5196603

FORCE MAJEURE:
If the performance of any obligation (other than the obligation to pay for material) by any party
to this Contract is hindered or prevented by reason of any of the following events, beyond the
control of the parties:
Act of God, strike, fire, lockout, flood, war, insurrection, mob violence, combination of
workmen, interference of Unions or Government, suspension of labour, accident, lack of
transportation or delay en route or of any other cause whatsoever beyond the reasonable
control of Buyer, Seller or Producer; this shall be hereinafter referred to as Force Majeure.
Such notice shall set forth in reasonable detail the nature of the Force Majeure and the best
estimate by the party claiming Force Majeure of the duration thereof.
The party so affected shall not be liable to the other for damages on account thereof. Except
by written agreement from Buyer, this Clause shall not apply if vessel space/container is
booked, loading of the material has commenced, containers have been stuffed, Quotational
Period is running, any pricing or any advance payment has been done.
Any event of Force Majeure so preventing or delaying the performance of any such obligation
(other than the obligation to pay for material) shall entitle the party affected to suspend such
performance during the time and to the extent of the Force Majeure, provided that the party
affected shall inform the other promptly in writing or by telex or facsimile.

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

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If the circumstances giving rise to a Force Majeure declaration continues for more than 60
consecutive days, the party not declaring Force Majeure shall have the right to renounce any
further fulfilment of its obligations hereunder, with the exception of obligations which shall have
accrued hereunder between Buyer and Seller. Furthermore if the above circumstances
continue to be in force for more than six month then either party shall have the right to
renounce any further fulfilment of its obligations hereunder with the exception of obligations
which shall have accrued hereunder between Buyer and Seller.
17.

LIQUIDATION:
Without limiting any other rights that may be available to the liquidating party (as hereinafter
defined), in the event that a party hereto (the defaulting party) is the subject of a bankruptcy,
insolvency or other similar proceedings or fails to pay its debts generally as they become due,
the other party hereto (the liquidating party) shall have the right, exercisable in its sole
discretion and at any time, to liquidate this and any or all other contracts then outstanding
between the parties (whether the liquidating party is the Seller or Buyer hereunder) by
declaring any or all such contracts terminated (whereupon they shall become automatically
terminated, except for obligation to effect payment), calculating the difference, if any between
the price specified therein, and the market price for the relevant commodity (as determined by
the liquidating party in a commercially reasonable manner at a time or times reasonably
determined by the liquidating party), and aggregating or netting such market damages to a
single liquidated settlement payment that will be due and payable upon demand therefore.

18.

WARRANTIES:
The Seller warrants that the material conforms, within any tolerances stated, to the description
stated herein.

19.

ASSIGNMENT:
Neither Seller nor Buyer shall assign the whole or any part of its rights and obligations
hereunder directly or indirectly without the prior written consent of the other party. Such
consent not to be unreasonably withheld.

20.

CHOICE OF LAW:
The construction, validity and performance of the agreement shall be governed by English Law
to the exclusion of any other law which may be imputed in accordance with Choice of Law
Rules applicable in any jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods of Vienna,
th
11 April 1980, shall not apply to this transaction.

21.

JURISDICTION:
Seller and Buyer each hereby irrevocably submits to the exclusive jurisdiction of the High Court
in London without recourse to arbitration.
Neither party shall be precluded from pursuing arrest, attachment and/or other conservatory
actions in the courts of any other country of jurisdiction, or exercising any contractual rights in
relation to the goods of vessel provided for elsewhere in the agreement.

22.

DEFINITIONS:
The following terms shall have the following meanings when used in this Contract:
a)
Wet metric ton or wmt means 2,204.62 pounds avoirdupois, natural state.
b)
Dry metric ton or dmt means 2,204.62 pounds avoirdupois, dry state.
c)
Dollars and Cents means the lawful currency of the United States of America.
d)
A Troy Ounce equals 31.1035 grams.
e)
A Gram equals 1/1000 of a kilogram.
f)
A Calendar month refers to a named month in the Gregorian calendar.

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

g)
h)
i)
j)

k)
23.

Page 7

A full calendar week refers to the calendar days Monday to and including Friday.
A business day refers to any calendar day Monday to and including Friday, which is
not a legal and recognised holiday.
Metal Bulletin refers to the publication known as "METAL BULLETIN" which is
published twice a week in London by Metal Bulletin Journal, Ltd.
Date of Arrival shall be the date on which the master of the vessel tenders Notice of
Readiness, which date is stated on the Statement of Facts prepared at the Port of
Discharge and countersigned by Seller or Sellers representative
Normal Office Hours means 8:00 - 17:00 on Monday through Friday.

WAIVER:
No party shall be deemed to have waived any right, power or privilege under this agreement
unless such waiver is in writing and duly executed by it. No failure or delay in exercising any
right hereunder shall be deemed a waiver thereof by any party. No exercise or partial exercise
of any right, power or privilege shall preclude any other or further exercise thereof or of any
other right, power or privilege.

24.

TAXES, DUTIES, CHARGES AND COMMISSIONS:

Seller assures that any export license which may be required has been obtained. Any export
taxes, tariffs, duties, assessments, levies or fees, whether existing or new, on the
concentrates, contained metal, transportation, or on commercial documents relating thereto
imposed by the Governments of Chile or any other authority in Chile now or in the future, shall
be borne by Seller.
Any taxes or fees imposed on the material in the country of destination shall be borne by
Buyer.
All expenses in connection with the legalisation of documents and banking charges with
respect to payments under this contract shall be for Seller's account.

25.

Frame
Both parties Buyer and Seller declare their conformity to continue the commercial relation and
agree to establish a frame contract for 100% (one hundred percent) of the zinc concentrates
production from 2010 onwards. Terms applicable for each year of delivery will be negotiated
during the last quarter of the year prior to the year of delivery. Both parties will negotiate in
good faith to reach an agreement for the production being negotiated. Terms shall be based
on international benchmark of smelters treating such material.

26.

ENTIRE AGREEMENT:
Notwithstanding anything contained in any other agreement to the contrary this contract No.
P.09.ZNCN.MT31731 contains the entire agreement between the parties with respect to the
subject matter hereof and all representations relating thereto are merged herein.

27.

OTHER TERMS:
Where not in contradiction to the above, Incoterms 2000 plus latest amendments to apply.
This deal is to be kept strictly private and confidential.

This contract has been issued in 2-fold. Kindly return 1 Original contract as soon as possible
to:
MRI TRADING AG
Baarerstrasse 53
CH-6304 Zug
Switzerland
Telephone:

+41 41 727 28 00

Contract Number: P.09.ZNCN.MT31731

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MRI TRADING AG

Facsimile:
Attention:

Page 8

+41 41 727 28 99
Tristan Zaniewicki

For any operational/traffic queries please contact the following:

MRI TRADING AG
Baarerstrasse 53
CH-6304 Zug
Switzerland
Telephone:
Facsimile:
Attention:

+41 41 727 28 00 (switchboard)

+41 41 727 28 99
Philipp Mattmann

IN WITNESS WHEREOF, the parties hereto have caused their duly

authorised representatives to execute this Contract of Purchase and Conditions
th
of Purchase as of 18 of February, 2009.
MRI TRADING AG

Minera Florida Ltda

By:

By:

Name:

Name:

Date:

Date:

MRI TRADING AG

Minera Florida Ltda

By:

By:

Name:

Name:

Date:

Date:

Contract Number: P.09.ZNCN.MT31731

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