DRAFT – SALES AND PURCHASE AGREEMENT (SPA)

                               For Copper Cathodes (LME Grade A)

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Contract No.: [Insert Number]
Date: [Insert Date]

Between:

SELLER: Cuprumex Ltd., London, UK

BUYER: [Company Name, Address, Country]

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1. SUBJECT OF CONTRACT

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The Seller agrees to sell and the Buyer agrees to purchase the following goods under the terms and conditions herein described.

Commodity: Copper Cathodes (Electrolytic Copper Cathode, Grade A)

Specification:

• Purity: Min. 99.97% – 99.99% Cu (as per LME / ASTM B115-10 / GOST 859-2001)

• Dimensions: Approx. 914 × 914 × 12 mm (±2%)

• Weight per Cathode: 125 kg (±5%)

• Packing: Bundled in 2 MT strapped bundles on non-returnable wooden pallets

• Origin: [Specify country of origin]

 

2. QUANTITY

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• Total Contract Quantity: [e.g., 24,000 MT ±5%]

• Monthly Delivery: [e.g., 2,000 MT ±5%]

• Trial Shipment: [e.g., 500 MT ±5%]

 

3. PRICE

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• The price shall be based on the LME Copper Grade A 3-Month Closing Price (USD/MT) on the date of payment instrument activation (DLC) minus [__]% discount.

• The LME quotation will be taken from the official London Metal Exchange website: www.lme.com.

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4. DELIVERY TERMS

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• Incoterms: CIF [Destination Port], Incoterms® 2020

• Port of Loading: [Specify Port]

• Port of Discharge: [Specify Port]

• Shipment Schedule: Within [30–45] days after bank instrument verification.

 

5. PAYMENT TERMS

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Payment shall be made by Irrevocable, Transferable, Documentary Letter of Credit (DLC), issued by a Top 50 international bank, confirmed and payable at sight, covering 100% of the shipment value.

The Buyer shall open the DLC within [5–7] banking days after signing this Agreement.
Payment will be released to the Seller against presentation of full shipping documents.

 

6. SHIPPING DOCUMENTS

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• Full set (3/3) of clean on-board Bills of Lading made out to order and marked “Freight Prepaid”

• Commercial Invoice (3 originals)

• Packing List

• Certificate of Origin issued by the Chamber of Commerce

• Inspection Certificate (SGS or Bureau Veritas)

• Weight and Quality Certificate

• Insurance Policy (110% of CIF value, All Risks)

 

7. INSPECTION

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Inspection of quality and quantity shall be conducted by SGS, Bureau Veritas, or equivalent at the loading port at Seller’s cost.
The inspection certificate shall be final and binding for both parties.

 

8. PERFORMANCE BOND (PB)

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Upon receipt and verification of the Buyer’s financial instrument, the Seller shall issue a 2% Performance Bond (PB) in favor of the Buyer’s bank, if required.

 

9. ARBITRATION & GOVERNING LAW

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Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration under the ICC Rules of Arbitration, Paris, by one or more arbitrators appointed in accordance with the said Rules.
Governing Law: [Swiss Law / English Law / CISG – choose one]

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10. FORCE MAJEURE

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Both Parties shall be excused from non-performance due to causes beyond their reasonable control (war, sanctions, natural disasters, strikes, etc.) as defined by ICC Force Majeure Clause 2003.

 

11. PROCEDURE OF TRANSACTION

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As per Annex 1 – Procedure of Transaction attached to this Agreement.

 

12. SIGNATURES

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SELLER
Name: Mr. John Smith

Title: Director

Company: Cuprumex Ltd., London, UK

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Signature / Seal: ___________________

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BUYER
Name: ___________________
Title: ___________________
Company: ___________________

Signature / Seal: ___________________