SALES AGREEMENT

Between:

SELLER: Minerals & Metals Trading Co., Ltd.

(hereinafter referred to as "the Seller")

BUYER: Global Procurement Solutions, Inc.

(hereinafter referred to as "the Buyer")

DEFINITIONS AND INTERPRETATION

"Agreement" means this Sales Agreement including all schedules, annexes, and amendments.

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) when banks are open for business in both the Seller's and Buyer's countries.

"Confidential Information" means all information (whether written, oral, or in electronic form) concerning the business, affairs, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party which is directly or indirectly disclosed by one party to the other in connection with this Agreement.

"Delivery Date" means the date specified in Schedule A or such other date as the parties may agree in writing.

"Delivery Location" means the location specified in Schedule A.

"Force Majeure Event" has the meaning given in Section 8.

"Goods" means the goods described in Schedule A.

"Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this Agreement is made.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Purchase Price" means the price for the Goods as set out in Section 2.

"Specifications" means the specifications for the Goods, including any related plans and drawings, as set out in Schedule A.

SUBJECT MATTER OF THE AGREEMENT

  1. The Seller agrees to sell and the Buyer agrees to purchase the Goods as described in Schedule A attached hereto and forming an integral part of this Agreement.
  2. The specifications, quantity, quality standards, and packaging requirements of the Goods shall be in accordance with the details set forth in Schedule A.
  3. Any changes or modifications to the Specifications must be agreed upon in writing by both parties.

PRICE AND PAYMENT

  1. The total purchase price for the Goods shall be $875,000.00 (Eight Hundred Seventy-Five Thousand United States Dollars) (hereinafter referred to as "the Purchase Price").
  2. The Purchase Price is exclusive of any applicable taxes, duties, levies, or charges, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, import duties, and customs fees, which shall be borne by the Buyer unless otherwise agreed in writing.
  3. Payment shall be made as follows:
  4. All payments shall be made by wire transfer to the Seller's designated bank account as specified in Schedule B, free of any bank charges or deductions.
  5. Late payments shall incur interest at the rate of 1.5% per month on the outstanding amount, calculated from the due date until the date of actual payment.
  6. If the Buyer fails to make any payment due to the Seller under this Agreement by the due date for payment, then, without limiting the Seller's remedies under Section 10, the Seller may suspend delivery of the Goods until payment has been made in full.
  7. The Buyer shall make all payments due under this Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise.

DELIVERY

  1. The Goods shall be delivered CIF (Cost, Insurance, and Freight) Port of Chicago, USA in accordance with Incoterms 2020 to the delivery location specified in Schedule A.
  2. The expected delivery date is May 15, 2025, or within 45 (forty-five) days from the date of receipt of the deposit payment, whichever is later. This delivery date is an estimate only and time shall not be of the essence.
  3. The Seller shall notify the Buyer when the Goods are ready for shipment at least 7 (seven) Business Days before the expected shipping date.
  4. Risk of loss or damage to the Goods shall pass to the Buyer in accordance with the CIF Incoterms 2020 rules as specified in Section 4.1.
  5. The Seller shall provide the Buyer with all relevant shipping documents, including but not limited to:
  6. The Seller reserves the right to make delivery in installments. Delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.
  7. If the Buyer fails to accept delivery of the Goods on the delivery date, then:
  8. If 10 (ten) Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not accepted delivery, the Seller may resell or otherwise dispose of part or all of the Goods and charge the Buyer for any shortfall below the Purchase Price.

TITLE

  1. Title to the Goods shall remain with the Seller until the Purchase Price and any other amounts owing to the Seller under this Agreement have been paid in full, notwithstanding delivery of the Goods to the Buyer or to any carrier or other bailee for purposes of transmission to the Buyer.
  2. Until title to the Goods has passed to the Buyer, the Buyer shall:
  3. If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in Section 10.1(c), then, without limiting any other right or remedy the Seller may have, the Seller may at any time:

INSPECTION AND ACCEPTANCE

  1. The Buyer shall inspect the Goods within 14 (fourteen) days of delivery ("Inspection Period").
  2. If the Buyer discovers that the Goods do not conform to the specifications set forth in Schedule A, the Buyer shall notify the Seller in writing within the Inspection Period, specifying the nature of the non-conformity in detail and providing photographic or other evidence as reasonably required by the Seller.
  3. If the Buyer fails to notify the Seller of any non-conformity within the Inspection Period, the Goods shall be deemed accepted by the Buyer.
  4. In the event of a valid claim for non-conformity, the Seller shall, at its option:
  5. The Buyer shall provide the Seller with reasonable access to the Goods and facilities to inspect the allegedly non-conforming Goods.
  6. The remedies set forth in Section 6.4 shall be the Buyer's sole and exclusive remedies for non-conforming Goods.

WARRANTIES

  1. The Seller warrants that:
  2. The Seller shall not be liable for the Goods' failure to comply with the warranty set out in Section 7.1 if:
  3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

  1. THE SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS.
  2. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF PRODUCTION, OR BUSINESS INTERRUPTION, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  3. Nothing in this Agreement shall limit or exclude the Seller's liability for:

FORCE MAJEURE

  1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, strikes, lockouts, or other industrial disputes, fire, flood, epidemics, or pandemics ("Force Majeure Event").
  2. The party affected by a Force Majeure Event shall:
  3. If a Force Majeure Event continues for more than 90 (ninety) consecutive days, either party may terminate this Agreement by giving written notice to the other party.

CONFIDENTIALITY

  1. Each party acknowledges that it may receive confidential information from the other party in connection with this Agreement.
  2. Each party agrees to:
  3. The obligations of confidentiality shall not apply to information that:
  4. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 5 (five) years.

TERMINATION

  1. This Agreement may be terminated:
  2. In the event of termination:
  3. Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.
  4. Sections 5, 7, 8, 10, 12, 13, and 14 shall survive any termination or expiration of this Agreement.

DISPUTE RESOLUTION

  1. Any dispute arising out of or in connection with this Agreement shall be resolved as follows:
  2. Notwithstanding Section 12.1, either party may seek injunctive or other equitable relief from any court of competent jurisdiction.

GOVERNING LAW

  1. This Agreement shall be governed by and construed in accordance with the laws of Switzerland without giving effect to any choice of law or conflict of law provisions.
  2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

GENERAL PROVISIONS

  1. Entire Agreement: This Agreement, including all schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.
  2. Amendments: No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.
  3. Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.
  4. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
  5. Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right of such party to enforce such provision in the future.
  6. Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered by:

Notices shall be sent to the addresses specified at the beginning of this Agreement or such other address as either party may designate by written notice. Notices shall be deemed effective upon receipt or, in the case of email, upon confirmation of receipt.

  1. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and signatures delivered by facsimile or email shall be binding and effective as original signatures.
  2. Relationship of the Parties: Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties. Neither party shall have authority to bind the other party in any way.
  3. Third Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
  4. Language: This Agreement is written in the English language. If this Agreement is translated into any other language, the English language version shall prevail.
  5. Costs and Expenses: Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement.
  6. Further Assurances: Each party shall, at its own expense, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

SCHEDULES

The following Schedules form an integral part of this Agreement:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER:

Minerals & Metals Trading Co., Ltd.

Jonathan P. Richardson

Chief Commercial Officer

Date: March 24, 2025

BUYER:

Global Procurement Solutions, Inc.

Maria Sanchez

Vice President, Strategic Sourcing

Date: March 24, 2025

SCHEDULE A: DESCRIPTION OF GOODS, SPECIFICATIONS, QUANTITY AND DELIVERY DETAILS

Description of Goods: High-Grade Copper Cathodes

Chemical Composition: Copper (Cu): Minimum 99.99%

Maximum allowed impurities (in ppm):

Physical Properties:

Applicable Standards:

Quantity:

Packaging Requirements:

Marking Requirements:

Each cathode shall be stamped with:

Each bundle shall be labeled with:

Delivery Details:

Required Documents:

Pre-Shipment Inspection:

The Buyer shall have the right to appoint an independent inspection agency to conduct a pre-shipment inspection at the Seller's facility or warehouse. The inspection shall be conducted no later than 10 days before the scheduled shipment date. The cost of the first inspection shall be borne by the Buyer. If the Goods fail the first inspection, the cost of subsequent inspections shall be borne by the Seller.

SCHEDULE B: PAYMENT DETAILS

Purchase Price:

Seller's Bank Information:

Payment Schedule:

Payment Percentage Amount (USD) Due Date/Trigger Payment Reference
Deposit 30% $262,500.00 Upon signing of this Agreement SA-2025-0324-P1
Second Payment 40% $350,000.00 Upon notification of readiness for shipment SA-2025-0324-P2
Final Payment 30% $262,500.00 Within 30 days after delivery and acceptance SA-2025-0324-P3

Payment Currency: All payments shall be made in United States Dollars (USD).

Bank Charges: All bank charges outside the Seller's country shall be borne by the Buyer. All bank charges within the Seller's country shall be borne by the Seller.

Late Payment Penalties: Late payments shall incur interest at the rate of 1.5% per month (18% per annum) on the outstanding amount, calculated from the due date until the date of actual payment.

Payment Documentation: Each payment shall be accompanied by a remittance advice containing the following information:

SCHEDULE C: QUALITY CONTROL AND TESTING PROCEDURES

Quality Control Standards: The quality control procedures shall conform to:

Sampling Procedures:

Testing Methods: Chemical Composition Testing:

Physical Testing:

Testing Frequency:

Documentation Requirements: The following test documentation shall be provided with each shipment:

Acceptance Criteria: All Goods must meet or exceed the specifications listed in Schedule A. The following tolerances apply:

Non-conforming Goods: In case of non-conforming Goods:

SCHEDULE D: WARRANTY CLAIMS PROCEDURE

Warranty Coverage: As specified in Section 7.1 of this Agreement, the Seller warrants that:

Warranty Claim Submission: To submit a warranty claim, the Buyer shall:

Primary Contact: Technical Support Department Minerals & Metals Trading Co., Ltd. Email: [email protected] Phone: +44 20 7946 0120 Secondary Contact: Customer Service Manager Minerals & Metals Trading Co., Ltd. Email: [email protected] Phone: +44 20 7946 0121

Warranty Claim Processing:

Remedies Under Warranty: If the Seller determines that the Goods are defective and covered under warranty, the Seller shall, at its option:

Return of Defective Goods: If the Seller requests the return of defective Goods:

Expenses:

Documentation: The Seller shall provide the following documentation for all warranty claims: