Purchase Contract

C Grade Coal
Contract no:
page 1
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C GRADE COAL FOT

PURCHASE DRAFT CONTRACT

Between
Company Reg.no

The seller

AND

...............................................................................
...............................................................................
The buyer

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 2
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[A]

BUYERS VERIFIED AND WARRANTED DETAILS OF THIS SALES

AGREEMENT:
Buyer Companys Reference No. for this Sale: .
Authority No. for this Sale:
Place of Issue (Town/City) .
Country
Date Authority issued .
Internal Department ...
Issued by .. in his/her capacity as the of the
Buyers company
(a)

to conduct all discussions, negotiations and communications with the

Seller and its authorized representatives; and

(b)

to duly sign, execute and submit to the Seller the draft Confidentiality, NonDisclosure and Non-Circumvention Agreement as presented by the Seller
to the Buyer, and to solemnly agree and undertake both personally as well
as jointly and severally with the Buyer, to honour each and every term,
condition and provision thereof; and

(c)

to execute and sign on behalf of the Buyer Company this Sale and all other
material (substantive) and formal (non-substantive) documents pertaining
to this Sales agreement ; and

(d)

to tender, make and provide to the Seller and to its duly authorized
representatives, as well as to any government Authority and/or Agency
with Jurisdiction in the country of origin of the Commodity, all and any
requisite and/or necessary Credentials, Details, Information,
Representations, Commitments, Warranties and Undertakings.

Contact Person at Buyer Company

.
Capacity/Position of such Person

Contact: Int. Code and Tel. No. Fax ...

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

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C Grade Coal
Contract no:
page 3
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Cell/ Mobile Contact No.

Email Address..
Alternate email address ...
[B]

THIS PURCHASE CONTRACT:

We, the Buyer Company, and appointed representative, with full corporate authority
do hereby warrant and attest, under penalty of perjury, and assuming any and all
financial and/or legal liabilities that may arise from any misrepresentations and/or
non-disclosures, and being subject to any and all relevant contractual and/or delictual
damages, do hereby solemnly and unequivocally state with complete security that
we are legally ready, willing and able, with all required financial and material
resources that we , willing to buy the commodity at the price quoted below without
circumventing any party to the deal and also agree that the loading will be done by
the seller after the payment has been authorised and approved in by the sellers
bank, then two days after the loading will commence for FOT.
PRODUCT/COMMODITY :

C GRADE ( FINISHED WASHED & CRUSHED )

SPECIFICATION : (Typical Analysis)

Gross Calorific Value (gcv) dry basis

5500 to 5800 kcal/kg min

Calorific Value:

23.5 mjkg min

Total moisture content on received basis:

6% - 10%

Total moisture content dry basis:

4% max

Size:

50mm

Ash content:

27.4% max

Volatile matter:

21.92% min

Carbon:

44-46.5% max

Phosphorous:

0.01-0.06 max

Sulphur:

1% max

Hard grove Grind ability Index:

40 80%

Approximate ash softening point:

1050 1360 degrees c

Approximate ash fusion point above:

1330 1450 degrees c

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 4
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Approximate ash flow point above:

QUANTITY
CONTRACT PERIOD

1400 degrees c

: 150 000 METRIC TONS PER MONTH

: 36 MONTHS WITH POSSIBLE ROLL OVER AND

EXTENTION
PRICE

: R280.00 incl R15.00 COMMS Per Metric ton

SALE AGREEMENT

: IMMEDIATE

COMMISSION

: Commission to be paid as follows:

(a) SELLERS SIDE R5.00
(b) Seller Facilitator/Intermediates R2.50
(c) BUYERS SIDE R5.00
(d) Buyers side Facilitators/Intermediates R2.50

[C]
1.

THE SELLER MUST WARRANT AND ATTEST :

that this allocation has been fully confirmed as existing and is available for
this Sale & Purchase transaction;

2.

under penalty of perjury that the Seller has full and complete legal rights and
authority to commit and sell this supply to the Buyer.

[D]
1.

WARRANTIES AND ATTESTATIONS BY PURCHASER

The required and acceptable Guarantee for the Purchase Price of R280.00
incl R15.00 commission PER metric ton FOT for 150 000 metric tons shall
be duly furnished and provided by the Purchaser to the Seller within 1 day
(twenty four hours), and Proof of Funds (POF) of the amount of R(which
includes the VAT, and comms included) will be simultaneously supplied by
the Purchaser to the Seller to do a soft probe.

2.

An attestation letter from the attorney representing the buyer confirming the
proof of funds , or from the Buyers Bank attesting the existence of the funds
by confirming the Proof of Funds of R,000( which includes VAT, and
includes comms) , been set-aside/reserved for the purchase of 150 000
metric tons of C Grade Coal FOT.

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

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C Grade Coal
Contract no:
page 5
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3.

Once Proof of Funds (POF) has been authenticated, the transaction is

subject to a final contract to be issue to the buyer at the Table Top Meeting
that include the following:
(a) Mine Analysis Report
(b) Other pertinent documents for the Coal sale and purchase
transaction, as per the substantive Sale and Purchase Agreement.

[E]
1.

WARRANTIES AND ATTESTATIONS BY BOTH PARTIES

Both Seller and Purchaser must solemnly and unequivocally declare with
complete assumption of any and all fiduciary duties and/or liabilities, and/or
fees the Seller/Buyer would be responsible for, should it be determined that
such a liability is the result of any falsities and/or misrepresentations,
knowingly made on our party or by our representatives.

[F]
1.

PERIOD OF VALIDITY OF THIS SALES AGREEMENT:

Shall be valid, and open for acceptance by the Seller, for 2 calendar days from
signature by the Buyer, and shall expire midnight of the second day, with no
further negotiations there after.

[G]
1.

OTHER IMPORTANT TERMS AND CONDITIONS

Purchasers sales orders shall be executed at the agreed prices as per
confirmation of orders subject to agreed escalation and or price variances.

2.

Any cancellation of an order after acceptance, which results in any losses or

damages incurred by the Seller shall be charged to and shall be paid by the
Purchaser.

3.

The Purchaser further accepts that all direct and indirect costs, expenses,
disbursements and/or consequential claims relating to demurrage shall be for

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 6
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its own account once the coal is loaded on his trucks or whatever mode of
transport the purchaser has arranged and delays arising from Trucks, or any
mode of his choice late arrivals. The transaction shall be strictly on FOT basis.
4.

The Buyer warrants that it has complied with all statutory requirements and is in
possession of all the necessary permits, authorizations or any other official
document required for the purchase of the Goods.

5.

The Buyer indemnifies and holds Seller and The Coal Mining Company
harmless for any loss or damage, direct or consequential, caused by or arising
from a breach of the warranties contained in this Sales agreement.

[H]

FORCE MAJEURE

1. In the event of any Act of God, government or associated authority order, rule or
decision, fire, war, terrorist act or other armed conflict, or a serious threat of the
same, any strike or labour dispute, the unavailability of transportation or any
other cause or events whatsoever arising beyond the reasonable control of the
parties hereto, preventing either party from discharging its obligations under
these STCs, neither Party shall be in default hereunder or liable to the other
Party to the extent that its performance under this Agreement is prevented,
hindered or delayed by any such event. Such events may include, amongst
others, any unforeseen interruptions.
2. The Party invoking this force majeure clause shall promptly inform the other Party
of the circumstances surrounding the force majeure event and the invocation of
this clause and shall thereafter keep the other Party reasonably apprised of the
development of the force majeure circumstance.

3. Should the force majeure circumstances continue to prevent the servicing of the
present agreement for more than 3 (three) consecutive months, either Party shall
have the right to terminate the agreement with immediate effect at any time after
--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 7
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the expiry of such 3 (three) month period.

[I]

LIABILITIES
Seller undertakes that the Goods shall conform to the specifications outlined in
the order confirmation document. Seller and The Coal Mining Company do not
give any warranties in respect of the Goods and under no circumstances shall
seller and The Coal Mining Companys liability exceed the liability to replace
any defect in the Goods. All warranties otherwise implied by common law are
expressly excluded.

[J]
1.

DUTIES, TAXES AND PERMITS

All duties, taxes or imports/exports of whatsoever nature levied on the goods
shall be for the Purchasers account unless the applicable INCOTERM 2000
stipulates otherwise.

[K]

INDEMNITY

1. Seller and the Coal Mining Company accept no liability for any loss or damages
direct or consequential resulting from the use of or caused by the Goods,
provided that the Goods delivered are in accordance with the specifications
agreed upon between the parties.
2. The Purchaser indemnifies and holds Seller and The Coal Mining Company
harmless for any direct or consequential loss or damage caused by or arising
from the use of the Goods.
[L] TITLE AND RISK
1.

Title and risk shall be as per substantive Sale and Purchase Agreement.

2.

Actual and physical delivery of the Goods FOT is the sellers risk.

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 8
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[M]

COMMISSION

1. Purchaser and Seller agrees commissions to be paid as follows.

R5 Buyer representatives R5 Seller representatives
R2.50 buyers facilitators/intermediates
R2.50 Sellers facilitators/intermediates
2. Sellers Bank official or attorney representative will be paymaster for the R15 per
metric ton to be shared to all parties involved (seller representatives/buyer
representatives).
[N]

CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION

The Purchaser and Seller shall have duly signed and executed a Confidentiality,
Non-Disclosure and Non-Circumvention Agreement that will bind them inter se for the
period, and in the territory, as per the Agreement.
Thus declared, attested, signed and executed by the Purchaser on this
....day of (month) at
(city and country)

-----------------------------For the PURCHASER

-------------------Date

----------------------------------City and Country

Signed by .
Initials and Surname .
S A Identity No. ...
or Foreign Passport No. (if not South African citizen) .
Duly Authorized thereto

N.B. Certified copy of above Identity No. or Passport, hereto attached

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012

Purchase Contract
C Grade Coal
Contract no:
page 9
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ACCEPTANCE OF ABOVE SALES CONTRACT

I, the undersigned,
, as Seller, do hereby accept the Purchasers
SIGNATURE as acceptance of this contract, subject to the above terms and
conditions, and subject to a substantive Sale & Purchase Agreement being duly
concluded, signed and implemented between and by the parties hereto.

-----------------------------For the SELLER :

-------------------Date

----------------------------------City and Country

Signed by
Initials and Surname .
Duly Authorized thereto

--------------------------------------------------------------------------------------------------------------------------------------------------Initials of Purchaser & Witness

Purchaser

..
Witness

Date: ..2012