Sales contract. (2007).

Recuperado de la base de datos de UESAN (035195)

SALES CONTRACT
CONTRACT BG.8T.302
CUMERIO MED Contract Ref: ???
(In Triplicate)
In Santiago de Chile on December 27th, 2007, the parties below mentioned have
concluded the present Sale Contract, upon the following terms and conditions:
1.

SELLER

CORPORACION NACIONAL DEL COBRE DE CHILE

(CODELCO-CHILE)
Hurfanos 1270
Santiago, Chile

2.

BUYER

CUMERIO MED JSC

BG-2070 Pirdop.
BULGARIA

3.

MATERIAL

White Metal produced by Codelco Norte or El Teniente Divisions with typical

approximate 1 to 10 inches grain size:
TYPICAL ANALYSIS WHITE METAL FROM CODELCO NORTE
AVERAGE
% Cu

MIN

MAX

> 70%

% Fe

% As

< 0,5%

%S

21

20

22

ppm Bi

52

37

85

% Zn

ppm Ag

341

336

352

ppm Au

ppm Ni

40

40

40

ppm Sn

<40

<40

<40

ppm Se

37

30

40

%SiO2

<1

<1

<1

%Al2O3

<0,5

<0,5

<0,5

4.

QUANTITY

10.000 DMT (+/-2%) during 2008.

5.

SHIPMENTS

In Bulk, one lot of 5.000 DMT during February 2008 and one lot of 5.000 DMT
during May 2008.
The monthly quantity to be shipped shall be hereinafter called the "monthly
quota".

6.

DELIVERY

CIF FO Bourgas. (Discharge ex vessels hold shall be for Buyers account.). All
Delivery terms of Clause 6 Delivery of the Concentrates Sales Contract
BG.5T.301 dated 15th October 2004 shall apply to this Contract except the
discharge rate which shall be agreed between the Parties promptly after all
Material Data (specific weight, piece dimensions; possible harmfull effects on
human beings, evaporation; UN number, IMDG Code classification, IBC
insertions) has been made available to the Port of Bourgas.

7.

PRICES

Copper: Average of the daily Official Settlement Quotation for Copper Grade "A"
US$ Equivalent of the London Metal Exchange, during the corresponding
quotational period.
Silver: Average of the daily London Spot quotations of the London Bullion
Market, US$ equivalent, during the corresponding quotational period, published
by Platt`s Metals Week
Gold: average of the Daily London Initial/Final Quotations of the London Bullion
Market US$ equivalent, during the corresponding quotational period. published by
Platt`s Metals Week

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It is understood that quotations published by Platts Metals Week will be
corrected to the official LME and LBM prices in case of printing errors.
8.

QUOTATIONAL
PERIOD

For Copper, Gold and Silver shall be the fourth month following the contractual
month of shipment (M+4) as follows:
Quantity
(DMT)

Actual Month
of shipment

Contractual Month
of shipment

Q/P

2,500
2,500
2,500
2,500

February 08
February 08
May 08
May 08

February 08
March 08
May 08
June 08

June 08
July 08
September 08
October 08

It is understood that if shipment is not made during the above actual month of
shipment, the same structure will apply considering the effective actual month of
shipment.
The same structure of Q/P shall apply in case an additional lot is agreed.
9.

10.

11.

COMMERCIAL
DEDUCTIONS

Copper:
Silver :
Gold:

TREATMENT
CHARGE

Shall be the 2008 Benchmark. Provisionally both parties agree to apply a TC of

US Dollars 45 per dry metric ton.

REFINING
CHARGE

Copper: Shall be the 2008 Benchmark. Provisionally both parties agree to apply a
RC of US 4.5 Cents per pound of payable copper.

12.

CRUSHING COST

13.

ARSENIC
PENALTY

14.

1 unit
97% payable, minimum 30grs/dmt deduction.
97% payable, minimum 1 grs/dmt deduction.

Crushing cost of US$ 6/DMT delivered shall be paid by Seller to reduce the size
of the White Metal to maximum of an inch.

US Dollars 2 per dry metric ton, per each 0.1% above 0.2% of arsenic content.
Fractions pro rata.
First provisional payment:
Shall be made against Seller`s provisional invoice, in US Dollars through T.T,
90% of the metal value less 90% of the Treatment and Refining charges , Penalty
and Crushing costs, as follows:

PAYMENT

Quantity (DMT)

Actual Month of
shipment

2500

February 08

2500

February 08

Contractual
Month of
shipment
February
08
March 08

2500

May 08

May 08

2500

May 08

June 08

Payment
15th of March but not prior to the arrival at the
port of Bourgas
30 days after first provisional payment for
contractual month of shipment February 08
15th of June but not prior to the arrival at the port
of Bourgas
30 days after first provisional payment for
contractual month of shipment May 08

It is understood that if not made during the above actual month of shipment, the
same payment structure will apply considering the effective actual month of
shipment.
Second provisional payment:

CONTRACT BG.8T.302
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The remaining 10%, shall be paid by Buyer to Seller on the 45th day after the
arrival of vessel at destination port.
Balance shall be paid by the owing party against Seller's final invoice, issued as
soon as final weight, assays and applicable prices are known.
15.

WEIGHING, SAMPLING
AND MOISTURE
DETERMINATION These operations shall be carried out at destination works, in the usual manner
and according to Addendum Nr.1 Loading, weighing, sampling and moisture
determination, enclosed herewith, which shall be considered as integral part of
this contract and complies with international standards. Seller has the right be
represented at these operations at his own expenses.
Buyer shall take all the necessary and appropriate steps in order to protect Seller's
interests.
These operations shall be performed in Pirdop plant and be final for settlement
purposes. A minimum of 10% of the Material shall be taken and be reduced in
the sampling process. The procedure shall be agreed between Buyer and Sellers
representative at the time of arrival of the Material at Pirdop plant.

16.

EXCHANGE OF
ASSAYS AND
UMPIRE

These operations shall be carried out according to Addendum Nr.2 Exchange of

assays and umpire procedure, enclosed herewith, which shall be considered as
integral part of this contract.
Exchange of assays shall be carried out no later than 45 days after the date of the
sampling report. Should one of the parties not be ready to exchange assays within
the above-mentioned period, the assays of the presented party shall be final for all
contractual purposes.
Splitting Limits:

Copper
Silver
Gold
As

: 0.15 %
: 10 grs. per dry metric ton
: 0.1 grs per dry metric ton
: 0.05%

17.

RETENTION OF
SECURITY INTEREST
The Buyer does hereby grant, assign, charge, convey, get over and transfer to
the Seller, and the Seller shall retain, as security for the prompt and complete
performance when due of the obligations of Buyer hereunder, a continuing
first-priority lien and security interest in, all of the right, title and interest of the
Buyer in, to and under the Material sold under this Contract until full payment
of the corresponding provisional invoice has been duly made by the Buyer to
the Seller and has been duly received and acknowledged by the Seller. The
Buyer agrees to execute such financing statements or other acknowledgements
as may be reasonably requested by the Seller to perfect any such lien and
security interest.

18.

WARRANTY OF
EXISTENCE AND AUTHORITY
Where this Contract is signed by a person for and on behalf of a party, that
party: (i) warrants that (a) it is duly organized and validly existing under the
laws of the jurisdiction of its organization
and incorporation and in good standing under such laws, (b) the person who
signs this Contract is the authorized agent of that party with express authority
to enter into and signs this Contract for and on behalf of that party, and thereby
to bind that party to the obligations upon that party contained in this Contract,
and (c) its obligations under this Contract constitute its legal, valid and binding
obligations, enforceable in accordance with its terms; and (ii) acknowledges
that the other party to this Contract would not have entered to this Contract but

CONTRACT BG.8T.302
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for the warranties contained in this clause.
Except as otherwise specified herein, the Seller extends no representations or
warranties of any kind with respect to the Material, express or implied, and
expressly disclaims any warranties contained under Article 35 Section 2 of the
United Nations Convention on Contracts for the International Sale of Goods.
19.

EXECUTION
This Contract will only be effective if in writing, including writing evidenced
by a facsimile transmission, and executed by each of the parties, or confirmed
by an exchange of electronic messages on an electronic messaging system, and
may be executed in any number of original counterparts. All such counterparts
shall constitute one and the same instrument. Counterparts may be executed in
faxed form and the parties shall accept any signatures received by a receiving
fax machine as original signatures of the parties.

20.

AMENDMENTS
Neither this Contract nor any term of it may be amended, supplemented or
waived except by a written instrument dated and signed by both parties,
including writing evidenced by a facsimile transmission or confirmed by an
exchange of electronic messages on an electronic messaging system. No waiver
by either party of a failure by the other party to perform an obligation
hereunder shall extend to any future performance obligation.

21.

HEADINGS
The headings used in this Contract are for convenience of reference only and
are not to affect the construction of or to be taken into consideration for the
purpose of its interpretation.

22.

GENERAL
CONDITIONS

This Contract includes and is subject to all the following documents, enclosed:
- General Conditions"
- Addendum Nr.1"
- Addendum Nr.2"
Moreover, the parties agree that should there be any contradiction between the
above mentioned documents and the terms specified in the above clauses, the latter
shall govern.

BY BUYER
CUMERIO MED JSC

BY SELLER
CODELCO-CHILE

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GENERAL CONDITIONS
SALES CONTRACT
1.
REFERENCE TO TERMS
Any reference made to trade terms (such as CIF, FOB, etc.) is deemed to be made to the relevant term of Incoterms
published by the International Chamber of Commerce, Paris, France (ICC).
2.
SHIPPING INSTRUCTIONS
Buyer shall give Seller appropriate shipping instructions not specified in the contract, such as: port of destination,
consignee, notify party, number of Bills of Lading and invoices and, when applicable, piece weights, packing marks,
payment currency and other certificates. Such shipping instructions shall be given in a separate document at the moment of
signature of the contract or no later than 30 days prior to the first day of the scheduled month(s) of shipment as indicated in
this contract.
Buyer shall only be permitted to alter shipping instructions previously provided by Buyer to Seller upon written consent of
Seller, not to be unreasonably withheld.
3.
INSPECTION
If the Parties have agreed that Buyer is entitled to inspect the goods before shipment, Seller must notify Buyer within a
reasonable time before the shipment that the goods are ready for inspection at the agreed place.
4.
INSURANCE
Seller shall obtain insurance against usual marine risks for each shipment of material, in an amount equal to 110% of the
shipping value to be determined by Seller using price as established in the contract. This shipping value may be provisional,
to be adjusted when final price is known, or when applicable, final value will be used.
5.
TAXES AND OTHER EXPENSES
All taxes, fees, customs, duties or other expenses of any kind whatsoever which may be imposed in respect of the Material
from and after the time of shipment shall be on account of and payable by Buyer.
6.
CHANGES IN THE RATE OF EXCHANGE
Whenever the exchange markets are closed, Seller will not accept price fixations, nor calculate automatic price fixations and
average prices.
When Seller's price is quoted in a currency different from the payment currency, and should there be an alteration of more
than 2.25% in the respective exchange rate as published in the "Financial Times" (average of the closing bid-asked
quotations) from the exchange rate quotation of the previous day, Seller will not accept price fixations, nor calculate
automatic price fixations or average prices.
When the payment currency is the same as the currency in which Seller quotes his price, and should there be an alteration of
more than 2.25% in the exchange rate of this currency in relation to either Euro or US Dollars, the same above mentioned
provision shall be applied.
7.
INTEREST IN CASE OF DELAYED PAYMENT
If a Party does not pay a sum of money when it falls due, the other party is entitled to interest upon that sum from the time
when payment is due to the time of payment. Unless otherwise agreed, the rate of interest shall be 2% (two percent) above
the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment,
or where no such rate exists at that place, then the same rate in the state of the currency of payment. In the absence of such a
rate at either place the rate of interest shall be the rate fixed by the law of the state of the currency of payment.
8.
FORCE MAJEURE:
(a) If either party is rendered unable wholly or partially by a Force Majeure Event (as defined below) to perform its
obligations under this Contract, then that party shall give notice and full particulars of such Force Majeure Event (the Force
Majeure Notice) to the other party as soon as reasonably practicable after the occurrence of such Force Majeure Event, and
the party giving such Force Majeure Notice shall be exempted from its obligations under this Contract, from and after the
occurrence of such Force Majeure Event, but only to the extent of such inability to perform; provided that no such Force
Majeure Event shall relieve either party from the obligation to make payments under this Contract.
(b) Force Majeure Event shall mean any event or condition that prevents Seller or Buyer from performing an obligation
hereunder and that is beyond the control of Seller or Buyer, if it could not have been reasonably avoided by Seller, and shall
include, without limitation:
(i) acts of God, fires, floods, atmospheric disturbances, explosions, lightning, storms, typhoons, tornados,
earthquakes, landslides, soil erosion or subsidence, washouts, hurricanes or epidemics; (ii) wars, riots, civil wars,
blockades, insurrections, sabotage, acts of public enemies or civil disturbances; (iii) orders, judgments, rulings,
decisions or other acts of any governmental, civil or military authority; (iv) boycotts, strikes, lockouts or other
similar industrial disturbances; (v) breakdowns of plan or machinery, shortage of labor, raw materials or fuel or
power; and (vi) any other acts or events whatsoever not within the control of Seller or Buyer which Seller or Buyer
shall not be able to prevent, avoid, resist or overcome.

CONTRACT BG.8T.302
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(c) If Sellers or Buyer`s inability to perform resulting from a Force Majeure Event lasts longer than 6 [six] months after
the date of the Force Majeure Notice, Buyer or Seller shall be entitled to terminate the contract in its entirety with
written notice to Seller or Buyer as it may correspond.
9.
LIMITATION OF SHIPMENTS
In no event will Seller be under obligation to ship more than one monthly quota during any one month.
10.
LIMITATION ON DAMAGES
The parties agree that neither party to this Contract shall be liable for special, indirect, punitive, exemplary or consequential
damages, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether
arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such
losses or damages or if such losses or damages could have been reasonably foreseen.
11.
REPLACEMENT
Any claims by Buyer with respect to alleged defects or inferior quality of any material will not entitle Buyer to terminate
this contract, Seller having the right to replace any materials found defective or inferior within a reasonable time of
receiving notice thereof, and after having verified the validity of such claim.
12.
TERMINATION
Seller shall be entitled to terminate this contract without any further liability or obligations by giving Buyer notice of
termination, under the following circumstances: (a) If any payment has not been made by Buyer to Seller as provided for in
this or any other contract between the parties; and (b) If Buyer has become subject to any bankruptcy or insolvency
proceedings.
No termination of this Contract will release or discharge any obligation of either party to the other that shall have accrued
prior to the effective date of termination or liabilities arising out of such termination.
13.
ASSIGNMENT; PARTIES IN INTEREST
This Contract or any rights or obligations hereunder shall not be assigned by either party without the previous written
consent of the other party, and any purported assignment without such consent will be null and void. This Contract shall be
binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and nothing in this
Contract, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Contract.
14.
NOTICES AND COMMUNICATIONS
Any notices or other communications regarding this contract may be given in any manner listed below to the address or fax
number or e-mails details provided by the parties on the first page of the sales contract and will be deemed effective: (i) if in
writing and delivered in person or by courier, on the date delivered; (ii) if sent by fax on the date it is received by a
responsible employee of the recipient in legible form; (iii) if sent by certified or registered mail, on the date it is delivered;
(iv) if sent by e-mail, on the date it is delivered. Either party may by notice to the other change the address, facsimile or email details at which notices or communications are to be given to it.
15.
WAIVERS
Any delay or failure in the exercise of any provision herein, or any delay or failure in the exercise of any powers or rights
specified herein, shall have no effect over the provisions or over the rights or powers specified herein, nor constitute a
waiver thereof.
16.
ARBITRATION
Any dispute, controversy or claim arising out of, relating to or in connection with this Contract, including, without
limitation, any dispute regarding its validity or termination, or the performance or breach thereof, shall be finally settled by
arbitration administered by the International Chamber of Commerce, Paris, France (ICC), in accordance with the ICC
Rules of Arbitration in effect at the time of the arbitration, except as they may be modified herein or by agreement of the
parties. Such arbitration shall be the exclusive method for resolution of any such dispute. The proceedings shall be
conducted by one arbitrator and the language of arbitration will be English. The place of arbitrations will be London,
England. Each party will bear its own costs, including attorneys fees in any such arbitration and an equal share of the
arbitrator and administrative fees of arbitration; provided that, if the arbitrator finds that any party shall have acted
unreasonably may, in his discretion, award costs, including reasonable attorneys fees, against such party.
The award rendered by the arbitrator shall be final and binding on the parties. Judgment on the award may be entered in any
court of competent jurisdiction.
Each party expressly waives any right to punitive, exemplary or treble damages or any other form of damages in excess of
compensatory damages, and agrees not to seek such damages in any forum, as a result of any dispute, controversy or claim
arising out of, relating to or in connection with this Contract, including, without limitation, any dispute regarding its validity
or termination, or the performance or breach thereof, and each party further agrees that the arbitrator is divested of, and will
not have, jurisdiction or the authority to award any punitive, exemplary or treble damages or any other form of damages in
excess of compensatory damages.
17.
GOVERNING LAW
Any questions or disputes relating to this Contract which are not expressly or implicitly settled by the provisions contained
in the Contract itself shall be governed by and construed in accordance with the United Nations Convention on Contracts for
the International Sale of Goods (CISG), and to the extent that such questions are not covered by CISG, by reference to the
laws of the Republic of Chile.
CODELCO-CHILE