IRON ORE SALES AND PURCHASE CONTRACT

Date: XX March 2021

Buyer:

Address :
：
Tel :
Fax :
Represented By
Position : Managing Director

AND
Seller  : PHUCHIANGKHARN MINING CO.,LTD.
Address  : 252 Moo 5 , Nam marn Sub district , Muang Loei
District , Province of Loei , Thailand

Tel : 091-670-1729
Fax  :
Represented By  : Mr. Maitri Chantasilp
Position  :
Email  : P.C.K.mining@gmail.com
We, the SELLER hereby agree to sell and BUYER hereby agrees to purchase the
material in accordance with the terms and conditions as hereinafter set forth.

Article 1 : DEFINITIONS:

In this CONTRACT, the following terms shall, unless otherwise defined, have the
following meanings:

a. US Dollars and US Cents :means respectively

dollars and cents in lawful currency of the United States of America

b. Ton : means metric tons of 1000kgs as defined in

the “international system of units”.

c. DMT: Dry Metric Tons means a metric ton of ore

on dry basis.

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d. References to Ore on a “Natural Basis”: means
Ore in its natural or wet state

e. References to Ore on a “Dry Basis” : means Ore

dried at 105 degrees Centigrade

f. Parties : means Buyer and Seller both together

g. Loading port : means the SICHANG ’s Port(s)

where the materials or commodity of  this Contract will be loaded onto the vessels

h. L/C :means Irrevocable, Transferable letter of

credit opened in United States Dollars

Article 2 : COMMODITY

a. Name of commodity : Iron Ore

b. Country of Origin : THAILAND

c. Packing : In bulk

d. Quantity : 30’000DMT+/-10% with immediate laycan

e. Second shipment : 30’000DMT+/-10%

f. Duration: 12 months contract

Article 3 : Destination
a. Loading port  : SICHANG PORT ,
THAILAND .
b. Discharge port : TO BE ADVISED
,
c. Partial Shipment : Allowed

d. Transhipment :Not Allowed

e. TIME OF SHIPMENT: In general Loading begins 30

days from receipt of LC.

Article 4 : SPECIFICATIONS
A) Specification: Chemical Composition

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 Chemical Typical Analysis Rejection
Composition
Fe 62.00% Rejection below
60.00%
SiO2 3.5% Rejection above 5.00%
Al2O3 3.5% Rejection above 4.00%
P 0.08% Rejection above 0.10%
S 0.08% Rejection above 0.10%
Moisture 8.00% Rejection above
10.00%

B) Physical Specification: Crushed 物理规格：破碎

Size 0-10 mm. = 10% Max 11-50 mm. = 90% Min

Article 5: BASE PRICE

5.1 USD 105.00 per dry metric ton (DMT) FOB Port SICHANG, basis 62% Fe.
INCOTERM2000 applied.

Price Variation Acceptance

Buyer and Seller shall agree price variation and fluctuation of 8% (eight percent) in
this lengthen transaction of iron ore for the entire 12 months in terms of Thailand
economy and currency exchange and shall be advice notice of 3 months prior written
acceptance by both parties, signed and agreed. Buyer and Seller shall agree, if the
FOB price adjustment is must, before shipment the FOB price will be adjusted.

The base price of The Mineral ‘Iron’ shall be adjusted by the following bonuses and
penalties in accordance with Fe content as finally determined pursuant to the
provisions of Sampling & Analysis as follows:

5.2 BONUS: The prices of the Goods stipulated in CLAUSE 5.1 shall be adjusted by
the following bonus: If total Iron (Fe) content is higher than 62%, a bonus of USD
2.00 per Metric Ton per 1.00% on pro rata basis will apply.

5.3 PENALTY: All the cargo shall reject or extra decrease the price, if the content of
Fe is lower than 60.00%

The base price shall be decreased by USD 2.00 per Metric Ton for each
1.00% Fe below 62% to and including Fe 60%, fraction pro-rata.
Seller will return all the funds and pay all the necessary cost caused.

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 When (SiO2) is above 3.5%, each 1% Penalty is at USD 0.50 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 5%.

When (Al2O3) is above 3.5%, each 1% Penalty is at USD 0.10 per MT of

fraction prorate. Buyer has the right to reject the cargo if excess 4%.

When (P) is above 0.08%, each 0.01% Penalty is at USD 0.10 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 0.1%.

When (S) is above 0.08%, each 0.01% Penalty is at USD 0.10 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 0.1%.

When the size of iron ore is less than 10mm. or more than 40mm. have
exceed 10%, the penalty is at USD 0.50 per 1% of exceed.

5.4 Second to twelfth shipment price will be adjusted according to the market price
for per shipment.

Article 6 : PRICE ADJUSTMENT

6.1 The base price shall be increased by a rate of USD2.00/WMT for each 1
percentage of FE content above basis agreed by percentage of FE content, fraction
pro-rata.
6.2 The base price shall be decreased by a rate of USD2.00/WMT for each 1
percentage of FE content below basis agreed by percentage of FE content, fraction
pro-rata.

Article 7 : L/C PAYMENT

7.1 Letter of Credit

The Buyer shall open an Irrevocable ，Transferable Letter of Credit at sight
(hereinafter called as the "L/C") , validity 60 days, through any of a top five
banks’ major city branch in China in favor of Seller to cover 100% value of the
shipment within five (5) working days after signing of this Contract.

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 The contents of L/C must be agreed by both Buyer and Seller.
L

7.2 LC Terms

L/C shall allow the following:

1. Third Party Documents acceptable, except bank draft and invoices.  

2. Charterer’s B/L acceptable, which should be issued by master or owner of

vessel, or shipping company or its authorized agency. 

Buyer’s Bank Details

Bank   :
SWIFT  :
Bank Address  : .
Bank Tel : +86
Bank Fax :  +86
Bank Officer  :
Account name :
Account Number :   

Seller’s Bank Details:

BANK COORDINATE FOR RECEIVING Letter of Credit (L/C)
BANK NAME : BANGKOK BANK
BANK ADDRESS : TESCO LOUSTUS LOEI BRANCH
ACCOUNT NUMBER : 332-7-07-362-7
ACCOUNT NAME : PHUCHIANG KHARN MINING CO.,LTD.
SWIFT CODE : BKBTHBK
OFFICER NAME :
TEL.NO. :
FAX NO. :
E-MAIL :

Article 8 : DOCUMENTS

(1) Documents for Payment

a) Commercial invoice in one (1) original and three (3) copies, indicating
the contract number ， L/C number, name of carrying vessel.
description of goods， quantity，value。

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 b) Certificate of weight in one(1) original and three(3) copies, issued by
INTERTEK as the actual surveyed weight of cargo shipped by draft
surveyed at loading port .

c) Certificate of quality in one(1) original and three(3) copies, issued by

INTERTEK as showing actual result of the test of chemical composition
and moisture with 105℃.

d) Certificate of origin in one (1) original and three (3) copies issued by
Chamber of Commerce and Industry, THAILAND PDR

e) Full set (3/3) of “clean on board” shipped Ocean Bills of Lading made
out to order and blank endorsed, marked “Freight payable as per charter
party ”, notifying the applicant.

f) Beneficiary’s certificate certifying that they sent to Buyer by fax one set
of documents including B/L, invoice, certificate of quality, certificate of
weight, and certificate of origin within seven (7) days after B/L date.

g) Beneficiary’s Certificate certifying that 1 (one) set of non-negotiable shipping

documents have been sent to applicant by speed post within 2 (Two) working days after
shipment effected.

Article 9: WEIGHING

At the loading port an independent surveyor, INTERTEK, at Seller’s expenses shall

determine the weight of shipment of ore by draft survey. The weight of ore as
ascertained and certified together with INTERTEK’s analysis shall be the
basis of Seller’s invoice. Buyer may at Buyer’s expenses have its
representative(s) present during the draft survey.

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Article 10: SAMPLING AND ANALYSIS

(1) At the loading port an independent surveyor the INTERTEK at Seller’s

expenses, determine the specifications of Iron Ore contained in the
shipment and shall provide a certificate showing details of the determination,
Fe,SiO2, Ai2O3, S , P , the relevant screen analysis of the size and the
percentage of free moisture.

Buyer, at Buyer’s expense, has the right to appoint an independent surveyor

to make the Pre-shipment Inspection while all the cargoes are readiness on
the stock-pile.

For this purpose, Seller should send a written cargo readiness notice to
Buyer at least 15 days before latest date of shipment.

And Buyer, at Buyer’s expense, has the right to appoint an independent

surveyor to make the protective analysis at the loading port during loading.

Article 11: INSURANCE

Insurance expenses for the cargo shall be born by the Buyer. The age of the vessel
should be not more than 20 (Twenty) years, in case the vessel’s age is between 20
to 25 (Twenty to Twenty Five) years the Buyer must approve.

Article 12 SHIPPING SCHEDULE AND ARRIVAL NOTICE OF VESSEL:

12.1. Monthly shipping schedules, indicating quantities and laydays of 6 days for
each shipment, shall be proposed to Seller by Buyer, no later than 30 days before
the commencement of each month. Seller shall then confirm or comment on each
monthly shipping schedule, no later than 10 days before the commencement of each
respective month. If Seller is unable to confirm the laydays of any shipment, Seller
shall indicate another period in which laydays is subject to further consultation
between Buyer and Seller.
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12.2 NOTICES OF ARRIVAL:：

On sailing from the port of origin, Master, Shipowners and/or Buyer shall inform to
Seller and to Seller’s Port by facsimile or e-mail, the expected time of arrival (ETA) of
the vessel. Such information shall be updated eight (8) days, four (4) days, two (2)
days and one (1) day before the vessel's expected arrival at Port of Koh Sri Chang,
Thailand

Article 13 LAYTIME AND DEMURRAGE & DESPATCH:

13.1. For a vessel, laytime shall commence immediately after the vessel arriving.
anchorage area .Laytime allowed shall be 6 (six) consecutive days, Saturdays,
Sundays and Holidays included, fractions pro-rata.

13.2 DEMURRAGE AND DESPATCH:

. For a vessel, demurrage, if load time is over 6 days, shall be paid by SELLER at
the rate US$ 7,000.00 per running day or pro rata for portions of days at Loading
Port,

Despatch, if loading time is less than 6 days, shall be paid by Buyer at half of the
demurrage rate.

13.3 Settlement of demurrage or despatch, if any, shall be made by telegraphic

transfer, between Buyer and Seller, upon presentation of the original debit note.

Article 12: ADVICE OF SHIPMENT

The Seller shall, upon completion of loading port, advise the Buyer within 72
(Seventy Two) hours by cable or fax or email of the contract number, name of
vessel, name of commodity approximate invoice value, gross weight loading and
sailing date, and Bill of Lading number and date.
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Article 13: FORCE MAJEURE 不可抗力
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 the event of Force
Majeure, such as war, hostility, military operation of any character, civil commotion’s,
quarantine restriction, acts of Government, fire, floods, explosions, epidemics,
strikes, earthquakes, embargoes, then the date of fulfilment of any obligation shall be
postponed during the time when such circumstances are operative.

If operation of such circumstances exceeds three months, 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 fulfil its
obligations under the present contract shall inform the other Party of the existence 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/or delay
in transportation shall not constitute Force Majeure for the Sellers for not performing
their obligations under this contract.

Article 14 : ARBITRATION
All disputes or differences whatsoever arising between the parties out of or relating
to the construction, meaning and operation or effect of this contract or the breach
thereof the case shall be submitted to Hong Kong International Arbitration Center
(HKIA) in Hong Kong for arbitration in accordance with the UNCITRAL Arbitration
Rules as at present in force and as may be amended by the rest of this clause. The
appointing authority shall be HKIA and the place of arbitration shall be in Hong Kong.
Any such arbitration shall be administered by HKIA in accordance with HKIA
Procedures for Arbitration in force at the date of this contract including such
additions to the UNCITRAL Arbitration Rules as are therein contained. The arbitral
award is final.

Article 15: IMPORT LICENSE

It shall be Buyer’s obligation and responsibility to prepare and arrange all import
license and other documents required for entry of the contract goods into China. Any
cost that may arise is for the account of the Buyer.

Article 16: AMENDMENT OF THE CONTRACT

Any amendment of modification to this contract shall be made in writing and signed
by both Buyer and Seller. No waiver of any breach of this contract shall be effective
unless made in writing, nor shall any such waiver be deemed a waiver of any other
or subsequent of contract.

Article 17: NOTICES

All communications referred to in this contract shall be in writing and will be sent by
registered airmail and/or by e-mail, cable, fax, on the address given.

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The contract shall be made in English.

In witness whereof this contact is made in duplicate on 9, march 2021 and the duly
authorized representatives of the seller and the buyer having signed and sealed on
this day and retained one copy each. The fax copy of this contract is valid.

SELLER:   BUYER :

___________________________  ________________________
Mr. Mr
Managing Director Managing Director
Passport No: Passport No:…………………

WITNESS : WITNESS :

___________________________ ________________________
Mr.

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