DRAFT CONTRACT

The Seller:

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The Agent:

Francisco Miguel Conde

MAPRINDUSTRIAL
email: maprindustrial@gmail.com

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WHEREAS: The Seller and Buyer, each with full corporate authority,
certifies, represents and warrants that each can fulfill the requirements of
this agreement and respectively provide the products and the funds referred
to herein, in time and under the terms agreed to hereafter; and

WHEREAS: The Seller agrees and makes an irrevocable firm contract to

deliver between two hundred metric tons (+/- 10%) and five hundred
metric tons (+/- 10%) every 30 days for 12 months and
WHEREAS: The Buyer agrees and makes an irrevocable firm contract to
purchase a total of between 2,400 MT and 6,000 MT (+/- 10%).

WHEREAS: The Seller and the Buyer both agree to finalize this contract
under the terms and conditions, it is therefore agreed as follows:

1. GOODS: Copper Ore – Sulfide

2. ORIGIN: Brazil
3. PORT OF LOADING: SANTOS Porto/SP - FOB/Brazil
4. PORT OF DELIVERY: Port – China.
5. PARTIAL SHIPMENT: Not allowed
6. TRANSSHIPEMENT: Allowed
7. Specification

Copper Ore (Ground) Quality and Features

Chemical Composition

Chemical Contract Guarantee Rejection

Cu 10 a 14,99%

Pb 6,00% max

As 0,50% max

F 0,10% max

Cd 0,05%max

Hg 0,01% max

Physical Composition (on Dry Basis)

Parameter Contract Guarantee Rejection

Size: < # 10 mm 90% Min

Moisture 6,0% Max -

8. PACKING: Nylon Big Bags of 2200 lb

9. CONTRACT DURATION/DELIVERY PERIOD: 12(Twelve) Months,
expandable.

10. QUANTITY
a. Month 01 trial Shipment: 100MT( Three Hundred Metric
Tonnes),

b. Next 11 months – Monthly Shipment: between 200MT

(Two Hundred Metric Tons) to 500MT(Five Hundred Metric
Tons)

11. PRICE
● Price Per Metric Ton FOB/Any Port of BRAZIL, The price
will be calculated according to a percentage of the LME
quotation, as follows below.

● 14,00 - 14,99%Cu - 67,00%

● 13,00 – 13,99%Cu – 66,00%

● 12,00 – 12,99%Cu – 64,00%

● PRICE CALCULATION WAY Price =

LME X Percentage X Copper Analysis.
https://secure.lme.com/Data/community/Dataprices_daily_metals.aspx

● QUOTATIONAL PERIODO:
Copper: QP is based on the average of LME 5 working days
prior BL date.

12. DELIVERY:
The material shall be delivered on the basis FOB/BRAZIL(Incoterms
2020).

13. INSPECTION
 Inspection, sampling, analysis and supervision in respect of Quantity,
Weight, Quality, Packing and Conditions of the goods shall be carried
out by SGS/INTERTEK/TCIS (or equivalent) at the loading port at the
Seller’s expense the results will be subject of conference shall be
carried out by SGS (or equivalent) at the discharge of port at the
Buyer’s expense.

14. PAYMENT TERMS:

The payment shall be by Irrevocable, Non-Transferable, Revolving,
Documentary Letter of Credit (L/C) payable “At Sight” for 100% of
the value of one month’s shipment value by a Top 25 World prime
Bank revolving for the entire contract period in favour of the
Exporter(on behalf of Seller). The Letter of Credit(L/C) shall be
payable 100% “At Sight” to the Seller against first presentation of the
documents as agreed.

a. Payment for each shipment shall be made to seller as per

Seller’s invoice, which covers 100% value of each shipment
loaded at Loading Port together with the presentation of the
agreed document.

b. The Buyer shall within five (5) business days open an

Irrevocable, Non-Transferable, Letter of Credit covering 100%
of the value of each shipment.

c. Payment. 100% payment by irrevocable documentary

Letter of Credit, payment in US Dollars, at sight against
Seller's presentation of the following shipping documents

01. Commercial Invoice in triplicate based on the

weight in the B/L indicating L/C Number and the
name of the carrying vessel;

02. Full set (3/3) of clean on board ocean Bill of

Lading made out to order, notifying the Buyer or
Buyer’s agent.
 03. Certificate of Quality issued by
SGS/INTERTEK/TCIS (or similar) for the cargo to be
shipped at Port of Loading in one original and two
copies indicating the actual chemical analysis and
size;

04. Certificate of weight issued by

SGS/INTERTEK/TCIS (or similar) indicating the
weight and moisture;

05. Certificate of Origin issued by Seller or Brazilian

Authorized organization;

06. One Copy of facsimile dispatched to buyer

advising shipment details.

15. TRANSFER OF TITLE AND RISK

Title with respect to shipment shall pass from Seller to Buyer when
Seller receives payment for each shipment.

All risks including but not limited to loss, damage or destruction with
respect to the shipment shall pass from Seller to Buyer as provided
by the FOB(Free on Board) delivery terms.

16. FORCE MAJEURE

a. In the event of delivery of all or part of the commodity
under this contract being obstructed and/or delayed
due to or resulting from cause or causes beyond the
control of seller and buyer, including but not limited to
occurrences such as war, hostility, military operations,
civil commotions, sabotage, quarantine restriction, acts
of government, fire, floods, explosion, epidemics,
blockades, revolutions, insurrection, mobilization,
strikes, lockouts, riots, Acts of God, seller, Seller and
Buyer shall be relieved of the responsibility for
performance of this contract as per sub-paragraph
hereinafter to the extent to which such performance
has been obstructed.
 b. The party declaring a force majeure shall during the
duration of such force majeure condition use its best
effort to resume the performance of its obligations
under this contract with the least possible delay and
such party shall always advise the other part of
detailed progress of the event and the prospect of
settlement of such event and of the resumption of the
performance of it obligations under this contract
prevented by any such cause or causes hereinabove
mentioned.

17. ARBITRATION
a. all disputes arising out of or in connection with the
present contract shall be finally settled under the rules
of Arbitration of the international chamber of
commerce of Paris (France) by one or more arbitrators
appointed in accordance with said rules.
b. Arbitration expense shall be borne by the losing party

18. VALIDATION AND ALTERATION

a. This contract shall become effective when the duly
authorized representatives of Seller and Buyer sign
thereon.
b. Any change, modification in or addition to the terms
and conditions of this contract shall become effective
when confirmed by both Seller and Buyer in writing.
c. Facsimile copies shall be deemed as original and shall
be confirmed by dispatch of the original signed
documents by any party to the other party.

19. CHOICE OF LAW

The construction, validity and performance of the agreement shall be
governed by International ICC Law to the exclusion of any other law
which may be imputed in accordance with Choice of Law Rules
applicable in any jurisdiction.

20. ASSIGNMENT
Neither Buyer nor Seller may assign this contract in whole or in part
without prior written consent of the other.

21. WAIVER
No waiver of any breach of this Contract or any of the provisions
hereof shall be effective unless such waiver is made in writing, nor
shall be deemed a waiver of any other or subsequent breach hereof.
22. SEVERABILITY
If any provisions of this Contract or the application thereof to any
party hereto, is held illegal, unenforceable, or otherwise invalid by
government promulgation or court decree, such holding shall not
affect the other provisions or applications of this Contract which can
be given effect without the invalid provision.

23. CONFIDENTIALITY
It is hereby agreed that the terms of this Contract are confidential
and that except for the purpose of enforcing this Contract, neither
party shall disclose any of the terms of this Contract to any third part
other than an affiliate of a party, unless such disclosure is required by
law or unless prior written approval has been obtained from the other
party.

24. ENTIRE AGREEMENT

This Contract constitutes and contains the entire and only Agreement
between the parties hereto with respect to the subject matter hereof
and supersedes and mutually cancels an and all pre-existing
Agreements and understandings between the parties relating to the
subject matter hereof, whether oral or written and nay proposed
additional or different terms contained in Seller’s or Buyer’s
communications and not specifically accepted in writing and by the
other party hereto are hereby objected to without further notice. No
representation, inducement, promise, understanding, condition or
warranty not set forth herein has been made or relied on by either
party.

25. PROCEDURES
a. Seller reviews and confirms any changes made in draft
contract, if agreed, Seller issues final contract duly
signed and sealed and sends the contract to the Buyer.
b. Buyer returns final contract to Seller via the Agent by
fax or email duly signed and sealed. Along with final
contract the Buyer will send the draft copy of the
Letter of Credit for Seller’s approval.
c. Buyer sends to Seller an Operative Letter of Credit
within 5 days of receiving the Pro forma Invoice.
d. Withim 5 days from sending the Pre-advice, Buyer’s
bank shall forward to Sellers Bank an Irrevocable, Non-
Transferable, Revolving Letter od Credit in favour of
Seller.
 e. Delivery of goods FOB shall commence as per schedule
mutually agreed.

26. BANKING INFORMATION

Sellers full banking details will be given with final sales and purchase
contract. The Seller reserves the right to use one of its alternate
corporate bank accounts. In the event an alternate account is to be
used, seller will notify buyer of new bank coordinates with 48 hours
of receipt of signed and sealed contract. Seller requires that Buyer
notify Seller prior to forwarding any financial instrument or
correspondence to Sellers Bank. The contact with the Seller bank/s
may be made without the explicit written permission of the Seller. If
contact is made without this permission the Seller reserves the right
to nullify and void the contract.

The Buyer’s complete banking information is required with the return

of the signed and sealed contract. If the issuing bank is not a top 25
World Bank the payment instrument must be confirmed by a top
world bank and these banking details must be included below. If
these details are not included, the Seller reserves the right to nullify
and void the contract.

a. Seller’s Bank Co-Ordinates

BANK NAME:

BENEFICIARY:

BRANCH CODE:

ACCOUNT NUMBER:

SWIFT CODE:

IBAN CODE:

CITY/COUNTRY:

INTERMEDIARY BANK:

INTERMEDIARY BANK SWIFT CODE:

BANK TEL:

BANK FAX:

BANK CONTACT NAME:

BANK CONTACT TEL:

BANK CONTACT FAX:

b. Buyer’s Bank Co-Ordinates

BANK NAME:

ACCOUNT NUMBER:

SWIFT CODE:

IBAN CODE:

CITY/COUNTRY:

BANK TEL:

BANK FAX:

BANK CONTACT NAME:

BANK CONTACT TEL:

BANK CONTACT FAX:

C. Transfering Bank

BANK NAME:

SWIFT CODE:

CITY/COUNTRY:

BANK TEL:

BANK FAX:

BANK CONTACT NAME:

27. ACCEPTANCE
SELLER ACCEPTANCE Copy Passaport FOR SELLER

PRINTED NAME:
COMPANY:

REGISTRATION NUMBER:

ADDRESS:

DESIGNATION:

PASSPORT NUMBER:

COUNTRY OF ISSUANCE: BRAZIL

DATE OF ISSUANCE:

Sign-Seal:

FOR BUYER ACCEPTANCE Copy Passaport FOR BUYER

PRINTED NAME:

COMPANY:

ADDRESS:

DESIGNATION:

PASSPORT NUMBER:
COUNTRY OF ISSUANCE:

DATE OF ISSUANCE:

Sign Seal