Sales and Purchase Agreement

1.1 "Agreement" means this Sales and Purchase Agreement including all schedules and annexures attached hereto.

1.2 "Commodity" means [HMS 1&2 Heavy Melting Steel Scrap as per ISRI 200/205 / White Refined Sugar ICUMSA 45 / specify] as more particularly described in Article 2.

1.3 "Contract Price" means the price per Metric Ton as specified in Article 3, in United States Dollars (USD).

1.4 "Delivery" means the transfer of the Commodity from the Seller to the Buyer in accordance with the Incoterms specified in Article 4.

1.5 "Inspection Agency" means SGS S.A. or Bureau Veritas, or such other internationally accredited inspection company as the Parties may agree in writing.

1.6 "Letter of Credit" or "L/C" means an irrevocable, confirmed, transferable Documentary Credit governed by UCP 600, issued via SWIFT MT700 by the Buyer's Issuing Bank.

1.7 "Metric Ton" or "MT" means 1,000 kilograms.

1.8 "Shipment Date" means the on-board date appearing on the Bill of Lading for each shipment.

1.9 "Working Day" means any day (other than a Saturday, Sunday, or public holiday) on which banks are open for business in [LONDON / SPECIFY JURISDICTION].

1.10 "UCP 600" means the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600.

2.1 Commodity Description.

2.2 Quality Specifications. The Commodity shall conform to the following minimum specification at time of loading, as certified by the Inspection Agency:

2.3 The quality and weight of the Commodity as determined by the Inspection Agency at the port of loading shall, absent manifest error, be final and binding on both Parties for the purpose of invoicing and payment.

3.1 The Contract Price for Lot 1 (Trial Shipment) is: USD [XXX.XX] per Metric Ton ([CIF / FOB / CFR] [PORT], Incoterms® 2020).

3.2 Price for Subsequent Lots. [The price for subsequent monthly lots shall be [FIXED at USD XXX.XX per MT] / [re-priced monthly by reference to [LME monthly average / PLATTS / ICE] ± [USD X.XX] per MT premium/discount, as mutually agreed in writing no later than [X] Working Days before each shipment date].]

3.3 All prices are in United States Dollars (USD). The total invoice value for each shipment shall be calculated by multiplying the Contract Price by the actual shipped weight as certified in the Certificate of Weight (COW) issued by the Inspection Agency.

3.4 The Contract Price includes the Broker's facilitation fee, which shall be deducted from the Seller's proceeds and paid directly to [Stratos Dynamics and any additional IMFPA beneficiaries] in accordance with the NCNDA/IMFPA (Ref: [NCNDA-REF]).

4.1 Incoterms. Delivery shall be on [CIF / FOB / CFR] [NAMED PORT OF DELIVERY], Incoterms® 2020 terms. Risk in the Commodity shall transfer from the Seller to the Buyer when the Commodity is placed on board the vessel at the port of loading in accordance with the applicable Incoterm.

4.2 Port of Loading. [PORT NAME, COUNTRY]. The Seller shall have the right to nominate an alternative port of loading within the same jurisdiction with [5] Working Days' prior written notice to the Buyer.

4.3 Port of Discharge. [PORT NAME, COUNTRY].

4.4 Shipment Schedule. Lot 1 shall be ready for loading within [XX] calendar days of the later of: (a) full execution of this Agreement by both Parties; and (b) receipt by the Seller of an operative Letter of Credit in accordance with Article 5. Subsequent lots shall be loaded on or around the [X]th day of each calendar month during the Contract Duration.

4.5 Vessel Nomination. Under FOB terms: the Buyer shall nominate the vessel and provide vessel ETA not less than [7] Working Days prior to the nominated laycan. Failure to nominate a vessel within this period shall entitle the Seller to claim any demurrage or storage costs incurred as a consequence at standard commercial rates.

4.6 Partial Shipments. Partial shipments are [PERMITTED / NOT PERMITTED]. Transhipment is [PERMITTED / NOT PERMITTED].

4.7 Title. Title to and property in the Commodity shall pass from Seller to Buyer upon payment of the full invoice amount in cleared funds. Until such payment, the Seller retains title notwithstanding Delivery.

5.2 L/C Issuance Timeline. The Buyer shall procure the issuance of the operative L/C within [X] Working Days of full execution of this Agreement. Loading shall not commence until the Seller confirms receipt of an operative, fully compliant L/C.

5.3 L/C Specifications. The L/C shall comply with the following requirements:

5.4 Documents Required Under L/C (Field 46A). The L/C shall require the following documents to be presented by the Seller:

(a) Signed commercial invoice in triplicate showing L/C number, contract number, buyer name, commodity description, quantity, unit price, total value;

(b) Full set (3/3) original clean on-board Bills of Lading, made out to order and blank endorsed, marked freight prepaid, notify applicant with full address and telephone number;

(c) Packing list in duplicate, signed by the Beneficiary;

(d) Certificate of Origin issued by an accredited Chamber of Commerce or competent authority in the country of origin;

(e) Original SGS or Bureau Veritas Certificate of Quality (COQ) confirming the Commodity meets all specifications set out in Article 2.2;

(f) Original SGS or Bureau Veritas Certificate of Weight and Tally (COW) confirming the actual shipped weight;

(g) Cargo Insurance Certificate or Insurance Policy covering minimum 110% of CIF value for all risks (Institute Cargo Clauses A), effective from port of loading to port of discharge, issued by a reputable insurer;

(h) Radiation Clearance Certificate issued by a competent authority at the port of loading.

5.5 Document Examination. The nominated bank shall examine documents in accordance with UCP 600 Article 14. The bank shall have a maximum of five (5) banking days from the date of presentation to determine compliance. Any notice of refusal shall comply with UCP 600 Article 16 and shall specify all discrepancies in a single notice.

5.6 Discrepancies. If documents contain discrepancies, the Seller shall, upon notification from the nominated bank, use best endeavours to correct such discrepancies within the presentation period. A waivable discrepancy may be waived by the Buyer at its sole discretion. An unwaivable discrepancy (e.g., late shipment) shall entitle the Buyer to refuse payment in respect of the discrepant shipment only.

5.7 Non-Payment. In the event that the Buyer's Issuing Bank fails to honour a complying presentation in accordance with UCP 600 Article 7, the Buyer shall be personally liable to make payment to the Seller within five (5) Working Days of written demand, together with interest at SOFR + 3% per annum from the due date.

6.1 All shipments shall be subject to pre-shipment inspection by SGS S.A. or Bureau Veritas (jointly appointed by both Parties) at the port of loading, prior to loading. The cost of pre-shipment inspection shall be borne by the [Seller / Buyer / split equally — specify].

6.2 The Inspection Agency shall issue a Certificate of Quality (COQ) confirming conformity with the specifications in Article 2.2, and a Certificate of Weight (COW) confirming the actual shipped weight by draft survey or certified scale measurement. These documents shall be binding on both Parties absent manifest error.

6.3 The Buyer or their representative shall have the right to attend the inspection. The Buyer shall provide not less than [48] hours' notice of their intention to attend.

6.4 Quality Disputes. If the Buyer disputes the COQ at the port of discharge, a counter-analysis by the Inspection Agency (or mutually agreed independent laboratory) shall be conducted within [14] days of discharge. The findings of the Inspection Agency shall be final and binding. The cost of counter-analysis shall be borne by the losing Party.

6.5 Short-Landing. Any shortage in the shipped weight as determined by a joint draft survey at the port of discharge exceeding 0.5% of the B/L quantity shall be compensated by the Seller at the Contract Price per MT, deducted from the next shipment payment or paid within [10] Working Days.

7.1 Seller's Warranties. The Seller hereby represents and warrants that:

(a) The Seller is the owner or duly authorised allocatee of the Commodity and has full legal right to sell and export it;

(b) The Commodity is free of all liens, charges, encumbrances, and third-party claims;

(c) The Commodity meets the quality specifications in Article 2.2 at the time of loading;

(d) All export licences, permits, and regulatory approvals necessary for export of the Commodity have been or will be obtained prior to shipment;

(e) The Seller, its directors, beneficial owners, and associates are not subject to any applicable sanctions (see Article 12).

7.2 Buyer's Warranties. The Buyer hereby represents and warrants that:

(a) The Buyer has the full legal authority and financial capacity to execute this Agreement and perform all payment obligations hereunder;

(b) The Buyer's Issuing Bank is authorised to and will issue the L/C in accordance with Article 5;

(c) The Commodity will be used solely for the stated end-use: [DECLARED END-USE];

(d) The Buyer, its directors, beneficial owners, and associates are not subject to any applicable sanctions (see Article 12).

8.1 Definition. "Force Majeure" means any event or circumstance beyond the reasonable control of either Party that prevents or delays the performance of its obligations under this Agreement, including but not limited to: acts of God; war; armed conflict; terrorism; civil unrest; government action or regulation; fire, flood, or natural disaster; pandemic or epidemic declared by the WHO; port closure; strike or industrial action not involving the affected Party's own employees; or any other similar event unforeseeable at the time of contracting.

8.2 Notice. The Party claiming Force Majeure shall: (a) give written notice to the other Party as soon as practicable (and in any event within [5] Working Days) of becoming aware of the Force Majeure event; (b) provide reasonable evidence of the event; and (c) use all reasonable endeavours to mitigate the effects of the Force Majeure event and resume performance as soon as possible.

8.3 Effect. The obligation of the affected Party is suspended for the duration of the Force Majeure event. The Force Majeure event does not relieve the Buyer of its payment obligations for Commodity already shipped and presented under the L/C.

8.4 Termination. If a Force Majeure event continues for more than [60] consecutive calendar days, either Party may terminate this Agreement (in respect of unshipped lots only) by giving [10] Working Days' written notice to the other Party, without liability for the unshipped quantities.

9.1 Seller Default. The Seller shall be in default if: (a) the Seller fails to tender the Commodity for loading by the agreed Shipment Date (subject to Article 8); (b) the Commodity materially fails to meet the specifications in Article 2.2 and such failure is confirmed by the Inspection Agency; or (c) the Seller commits any material breach of this Agreement that remains uncured for [5] Working Days after written notice.

9.2 Buyer Default. The Buyer shall be in default if: (a) the Buyer fails to procure the issuance of an operative L/C within the time specified in Article 5.2; (b) the Buyer's L/C is rejected by the Seller for material non-compliance with Article 5.3; or (c) the Buyer commits any material breach of this Agreement that remains uncured for [5] Working Days after written notice.

9.3 Remedies. Upon default, the non-defaulting Party may, at its election: (a) suspend its own performance obligations; (b) terminate this Agreement in respect of unshipped lots; and (c) claim damages, including but not limited to the difference between the Contract Price and the prevailing market price, plus all consequential losses and costs reasonably incurred. The Parties agree that the non-defaulting Party's obligation to mitigate is not thereby displaced.

10.1 The Parties acknowledge that this Agreement and all terms herein are strictly confidential. Neither Party shall disclose the existence or content of this Agreement, the identity of the other Party, or any transaction details to any third party without the prior written consent of the other Party, except as required by applicable law, a competent court, or a regulatory authority.

10.2 The Parties further confirm that this Agreement is entered into subject to and without prejudice to the NCNDA/IMFPA between the Parties and the Broker (Ref: [NCNDA-REF] dated [DATE]). The Parties undertake to honour all commission payment obligations set out in the NCNDA/IMFPA in full and on time.

10.3 The Parties acknowledge the Broker's right to receive the commission specified in the NCNDA/IMFPA and irrevocably authorise the payment of such commission from transaction proceeds in accordance with the bank coordinates specified therein.

11.1 Negotiation. In the event of any dispute, the Parties shall first attempt to resolve it by good faith negotiation at senior management level for a period of not less than [15] Working Days from written notice of the dispute.

11.2 Arbitration. If the dispute is not resolved by negotiation within the period specified in Article 11.1, it shall be referred to and finally determined by binding arbitration under the [ICC Rules of Arbitration 2021 / LCIA Rules 2020]. The seat of arbitration shall be [LONDON, ENGLAND / SPECIFY]. The language of the arbitral proceedings shall be English. The arbitral tribunal shall consist of [one (1) / three (3)] arbitrator(s) appointed in accordance with the applicable rules. The award shall be final and binding and may be enforced in any jurisdiction.

11.3 Interim Relief. Nothing in this Article shall prevent either Party from seeking interim or emergency relief from a court of competent jurisdiction to protect its interests pending the constitution of the arbitral tribunal.

11.4 Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [ENGLAND AND WALES / SPECIFY JURISDICTION].

12.1 Neither Party shall engage in, facilitate, or benefit from any transaction that violates the sanctions programmes administered by the US Office of Foreign Assets Control (OFAC), the UK Office of Financial Sanctions Implementation (OFSI), the European Union, or the United Nations Security Council, or any other applicable sanctions authority.

12.2 Each Party represents that: (a) it is not a Specially Designated National (SDN) or otherwise designated on any applicable sanctions list; (b) it is not owned or controlled (directly or indirectly) by any sanctioned person or entity; (c) the Commodity is not destined for or will not be re-exported to any sanctioned jurisdiction.

12.3 If either Party becomes subject to sanctions after the date of this Agreement, the other Party shall have the right to immediately terminate this Agreement without liability, except for amounts already due and owing for Commodity already shipped.

12.4 Each Party shall comply with all applicable anti-money laundering (AML) and know-your-customer (KYC) obligations. Each Party consents to the other Party conducting reasonable due diligence checks in accordance with applicable law.

13.1 Entire Agreement. This Agreement, together with the NCNDA/IMFPA and any schedules attached hereto, constitutes the entire agreement between the Parties with respect to the purchase and sale of the Commodity and supersedes all prior negotiations, representations, or agreements relating thereto.

13.2 Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

13.3 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate company provided it remains liable for the performance of all obligations hereunder.

13.4 Notices. All notices shall be in writing, in English, and delivered by: (a) email to the addresses stated on the face of this Agreement (with read receipt); (b) internationally recognised courier (DHL, FedEx). Notices shall be effective upon confirmed receipt.

13.5 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.6 Waiver. No failure to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof.

13.7 Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall have the same effect as original wet-ink signatures.

13.8 Language. This Agreement is executed in English, which shall be the controlling language in the event of any translation or dispute.