Draft Sales and Purchase Agreement (SPA)

Contract No.: [Insert Number]
Date: __/00/2026

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Between:

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1. Parties

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SELLER: _________________., a company incorporated under the laws of _________, with registered address at ______________ Company number: ___________, represented by __________________, Tel. +_________, Email: ____@____________

(hereinafter referred to as the “Seller”).

 

BUYER: ___________________, a company incorporated under the laws of _________, with registered address at _____________ Company number: ________represented by ___________: ___________Tel: +______ ___ Email: _______@__________

(hereinafter referred to as the “Buyer”)

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2. Subject of Agreement

The Seller agrees to sell, and the Buyer agrees to purchase Copper Cathode Grade A in accordance with the specifications and terms set forth herein.

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3. Specifications

Commodity: Copper Cathodes (Electrolytic Copper Cathode, Grade A (Non-registries LME)

Quality: Conforming As per Annex 1

Weight & Packing & Dimension:  As per Anne 1

Origin: __________

 

4. Quantity

Trial Order: 1.000 MT

Monthly quantity: 0.000 MT +/-5%

Contract Quantity: 00.000  MT +/-5%

 

5. Price

Unit Price: 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 official London Metal Exchange website: www.lme.com.The price shall remain fixed for the entire duration of the contract.

 

​6. Delivery Terms

Incoterms: CIF Incoterms ® 2020

Loading Ports: _______________________at Sellers option

Discharging Port: _____________________

Shipment Schedule: As per Annex 2, within (25–30) days after bank instrument verification.

 

7. Payment Terms

Payment shall be made by Irrevocable, Non-Transferable, Documentary Letter of Credit (DLC MT700), 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 7 banking days after signing this Agreement.
Payment will be released to the Seller against presentation of full shipping documents.

Conditions: Payable against presentation of the SGS-(Country) certificate issued at the port of unloading,

The buyer will issue a DLC (As per Anne 3) for the value of the monthly delivery. The buyer can pay when the bank receives the documents by TT (MT 103), in which case the DLC remains as a guarantee for next shipment and must be valid for 180 days, automatically extended for the same term.

The Issuing Bank must obtain direct written confirmation of authenticity of the presented  Certificate from SGS (Country). through independent bank‑to‑issuer communication channels (email or SWIFT) prior to honoring any drawing. Confirmation provided by the beneficiary or any party other than SGS shall not be accepted.

After the inspection at unloading is completed by SGS, the Seller delivers the shipping documents to the bank for review and payment.

The seller issues a Performance Bond (PB) of 2% of the DLC value. The PB automatically activates the LC.

After signing this agreement, the Buyer will submit a POF (Proof of Funds) from his bank that it is financially capable of issuing DLC. At the same time, the Seller should issue a POP (Proof of the Product), at least for the trial order quantity (0.000 MT), issued by a Bonded warehouse or a recognized inspection company.

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Shipping documents

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

2. Commercial Invoice (3 originals)

3. Packing List

4. Certificate of Origin issued by the Chamber of Commerce

5. Q/Q Inspection Certificate SGS at the loading port.

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

7. Inspection Certificate SGS at the unloading port, issued by SGS (Country).

Remark: The quality inspection by SGS-(Country) at the port of unloading will be performed by SGS – (Country and address)____________. The original certificate will be delivered directly to the bank, and a copy to the Buyer and the Seller. No quantity control is required as it will be according to BL.

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7. Insurance

Seller shall procure marine cargo insurance for 110% of the invoice value, “All Risks” as per Institute Cargo Clauses (A), from port of loading to port of discharge.

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8. Inspection

Authority: SGS inspection at the loading port to be borne by the Seller. Inspection at the unloading port, cost to be borne by Buyer.

The Buyer has the right, after signing the SAP and issuing the POF, to send his representative to the port of loading/warehouse or to nominate a recognizable inspection company to perform quality control, and to verify the existence of goods. After a positive inspection, the Buyer is obliged to issue the DLC within 7 working days.

In case of significant discrepancies between the SGS analysis on loading and the SGS-China analysis on unloading, both parties agree to nominate a third independent inspection company, whose decision is final for both parties.

An inspection at the port of unloading by SGS-China must be carried out within 7 working days.

Port of unloading:  China commercial port, at Buyers option.

 

9. Title & Risk

Title and risk shall pass from Seller to Buyer upon discharge at the port of destination, subject to full payment under the DLC or 100% by TT (MT103).

 

10. Force Majeure

Neither party shall be held liable for failure to perform obligations due to events beyond reasonable control, including but not limited to natural disasters, war, government restrictions, or strikes.

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11. Compliance & Anti-Money Laundering Clause

The Parties expressly warrant and represent that:

All funds used in connection with this Agreement are of lawful origin and not derived from criminal activity.

Neither Party shall engage in or facilitate transactions involving money laundering, terrorist financing, or proceeds of crime.

The Parties shall comply with all applicable international sanctions, anti-money laundering (AML), and counter-terrorist financing (CTF) regulations.

Any breach of this clause shall entitle the non-breaching Party to terminate the Agreement with immediate effect, without prejudice to claims for damages.

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12. Governing Law & Arbitration

Law: English law & Wales

Arbitration: Any dispute shall be settled under ICC Arbitration Rules, with venue in Geneva, Switzerland. The language of arbitration shall be English.

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13. Miscellaneous

Entire Agreement: This SPA constitutes the entire agreement between the Parties.

Amendments: Any modification must be in writing and signed by both Parties.

Confidentiality: Both Parties agree to maintain the confidentiality of all commercial terms and documents.

 

14. Assignment

The buyer has the right to transfer this agreement to the final user of the goods, who will assume all obligations from this agreement, including the issuance of DLC. The Seller will be informed about this in a timely manner.

 

SIGNATURES

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SELLER
Name:

Title:

Company:  

​ Date:__/00/2026

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Signature / Seal: ___________________

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BROKER:

 

Name:

Company name:

 

Signature: ___________________

Date:__/00/2026

 

BUYER
Name: ___________________
Title:
Company:

Date:__/00/2026

 

Signature / Seal: ___________________

 

 

ANNEX 1

 

Chemical Composition (Typical)

 

• Copper (Cu):  99.97% to 99.99% (Min. 99.97% is standard for non-LME premium; 99.99% is often provided)

• Sulphur (S): 4 ppm

• Iron (Fe): 2 ppm

• Silver (Ag): 10 ppm

• Lead (Pb): 0.2 ppm

• Nickel (Ni): 0.2 ppm

• Selenium (Se): 0.3 ppm

• Antimony (Sb): 0.1 ppm

• Silica (Si):  0.3 ppm

• Cobalt (Co):  0.2 ppm

• Arsenic (As):  0.1 ppm

• Bismuth (Bi):  0.1 ppm

 

Physical Specifications

 

• Dimension: 914mm x 914mm x 12mm (approx.)

Weight of Each Sheet: 125 kg (+/-1%)

Net Weight of Each Pallet: 2 metric tons (MT) (+/- 1%)

• Minimum Weight in Each Container: 20 MT (approx.)

• Gross Weight of Each Container: 22.20 MT (approx.)

• Packing: Palletized, strapped with aluminium bands 

 

Quality & Origin

 

• Origin: DRC / Zambia

• Standard: Electrolytic Copper Grade (usually non-LME registered but meeting LME A standards)

• Inspection: Typically SGS or AIC inspected for quality and quantity

• Surface: Free from contamination, radiation, and excessive nodules 

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​ANNEX 2

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Shipment schedule

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ANNEX 3

 

IRREVOCABLE, NON-TRANSFERABLE, CONFIRMED LETTER OF CREDIT (MT700)

 

LC No.: [Number]
Date of Issue: 00/00/2026
Applicant (Buyer):  __________________
Beneficiary (Seller): __________________

Sellers Bank: ________________________
Issuing Bank: _______________________

Amount: USD 0,000,000 (Xxxxxxxx United States dollars.)
Expiry Date & Place: 00/00/2026, at counters of the Advising Bank in ___________________

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1. AVAILABLE WITH

By negotiation with _____________________, against presentation of the following documents:

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2. DOCUMENTS REQUIRED

1. Signed Commercial Invoice in 3 originals, indicating contract number, description of goods, quantity, unit price, and total value.

2. Full set of 3/3 Clean On-Board Ocean Bills of Lading, to order of _________  or “to order”, marked “Freight Prepaid”, showing shipment from Port, Country to Port of Discharge, China.

3. Packing List in 3 copies.

4. Certificate of Origin issued by the Chamber of Commerce, 1 original and 2 copies.

5. Insurance Policy/Certificate in negotiable form, blank endorsed, covering 110% of invoice value against “All Risks” per Institute Cargo Clauses (A), from port of loading to port of discharge.

6. Quality and Weight Certificate issued by SGS at the port of loading, 1 original and 2 copies.

7. Quality Certificate issued by SGS at the port of unloading, 1 original and 2 copies.​

 

3. TERMS & CONDITIONS

• Commodity: Copper Cathodes, Grade A, purity 99.97% Cu minimum,

• Quantity: 0.000 MT ± 5% trial shipment, as per contract.

• Unit Price: USD _______ per MT CIF Port in _______  (Incoterms® 2020).

• Shipment: ________ 2026.

• Partial shipments: Allowed.

• T/T (MT103) REIMBURSEMENT ALLOWED

• THIRD PARTY DOCUMENTS ARE ACCEPTABLE EXCEPT FOR THE BILL OF LADING AND INVOICE.

• CHARTER PARTY BILL OF LADING IS ACCEPTABLE

• BOTH QUANTITY AND AMOUNT 5 PCT MORE OR LESS ARE ALLOWED

• SPELLING AND TYPOGRAPHICAL ERROR AND DIFFERENCES IN SUCH NATURE BETWEEN BANK AND BENEFICIARY ISSUED DOCUMENTS SHALL NOT BE DEEMED DISCREPANCIES, PROVIDED THAT THE INTENT IS CLEAR FROM ITS CONTENT.

• Transshipment:  Allowed.

• Latest Shipment Date: _________ 2026

 

4. SPECIAL CONDITIONS

• All documents must indicate the LC number.

• All documents must be in English. or officially translated into English.

• All bank charges outside the issuing bank are for the beneficiary’s account.

• This credit is subject to UCP 600 (Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600).

 

Authorized Signatures:

 

 

 

 

 

ATTACHMENT

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SELLER INCORPORATION CERTIFICATE WITH ID

 

 

BUYER INCORPORATION CERTIFICATE WITH ID