SALES PURCHASE CONTRACT AGREEMENT

PRODUCT: COPPER CATHODE (CU 99.996 % MIN)

CONTRACT №:
THIS CONTRACT MADE ON THIS ...... 2021, BY AND BETWEEN THE N- (SELLER), AND SDN.
BHD. (BUYER).

SELLER‘S LEGAL DETAILS:

The Seller:
Company Name
Company Reg. No.
Address
Country
Telephone / Fax
E-Mail
Represented By &Title:
Passport No.

BUYER‘S LEGAL DETAILS:

The Buyer
Company Name:
Company Reg. No.
Address:
Phone:
Email:
Represented By &Title:
Passport No.

NOW THEREFORE: THE PARTIES AGREE TO THE TERMS AND CONDITIONS AS FOLLOWS:
1. COMMODITY: ELECTROLYTIC COPPER CATHODES (NON-LME REGISTERED
ELECTROLYTIC GRADE “A” COPPER CONTENTS MIN 99.996%; DIMENSION 914 mm X 914
mm X 12 mm THE BUYER HAS OPTION AND RIGHT TO REFUSE IF COPPER CATHODE
QUALITY DOES NOT COMPLY TO GRADE “A” EQUIVALENT IN POINT NUMBER 14 OF THE
SPA.

2. ORIGIN：A
3. LOADING PORT：B
4. DESTINATION ：C

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5. DELIVERY PLACE：A

6. PACKING: BUNDLES BANDED BY ALUMINUM BAND. WEIGHT OF EACH SHEET:

125KGS (+/- 2%), NET WEIGHT OF EACH PALLET: 2MT (+/- 2%). EACH BUNDLE OF
PACKAGE MUST SHOW THE PRODUCTION BRAND, PRODUCTION DATE, AND NUMBER OF
PIECES, WEIGHT AND OTHER INFORMATION. GROSS WEIGHT OF EACH CONTAINER 22.2
MT, WEIGHT OF EACH CONTAINER 17-20 MT

7. CONTRACT QUANTITY ： abc MT (+/-2%) TRIAL SHIPMENT. THE FINAL SETTLEMENT

OF QUANTITY IS SUBJECT TO ACTUAL NET WEIGHT ASCERTAINED BY MUTUALLY
AGREED THIRD PARTY INSPECTION AGENCY AT THE PORT OF DISCHARGE.

8. CIF PRICE BREAKDOWN：CIF PRICE BEING THE FOB DAR ES SALAAM PRICE OF THE
GOODS AT LME MINUS TWELVE PERCENT AVERAGED OVER A QUOTATIONAL PERIOD
OF 5 DAYS PRIOR TO THE DATE OF B/L, PLUS THE COST OF SHIPMENT & LOGISTICS (AS
PER THE CHARTER PARTY CONTRACT). SHOULD THE BUYER WISH TO UTILIZE HIS OWN
MEANS OF SHIPMENT, THEN IT MAY ANNOUNCE ITS DECISION TO THE SELLER WITHIN 3
WORKING DAYS AFTER THE ENGAGEMNT OF THIS CONTRACT, AT WHICH POINT TE THE
TERMS OF DELIVERY AND PAYMENT SHALL BE CHANGED TO FOB DAR ES SALAAM, AND
THE CONTRACTUAL TERMS OF DELIVERY & PAYMENT (INCLUDING THIRD PARTY
INSPECTION AT THE PORT OF DELIVERY) TO BE DULY ADJUSTED AND INCLUDED IN THE
FUTURE AMMENDMENT TO THIS CONTRACT.

9. PAYMENT TERMS：BY IRREVOCABLE DOCUMENTARY LETTER OF CREDIT (DLC)

WITH 100% PAYMENT AT SIGHT ISSUED FROM A TOP RANK BANK, OR CONFIRMED BY A
TOP RANK BANK UPON CIF DELIVERY OF THE PRODUCT AND PUBCATION OF THE
INSPECTION REPORT BY THE MUTUALLY AGREED THID PARTY INSPECTION AGENCY,
AND PRESENTATION OF THE DOCUMENTS NEEDED FOR DOCUMENTARY NEGOTIATION
AS INDICATED IN THIS SPA.

C)PERFORMANCE BANK GUARANTEE: THE SELLER SHALL PROVIDE A PERFORMANCE

BANK GUARANTEE EQUIVALENT TO 2% OF THE CONTRACT VALUE (AS PER DRAFT
ATTACHED HEREWITH) TO THE BUYER’S
TOWARDS FAITHFUL EXECUTION OF THE CONTRACT. THE BUYER MAY INVOKE THE
PERFORMANCE BANK GUARANTEE IN CASE THE SELLER IS NOT ABLE TO SHIP THE
MATERIAL WITHIN THE AGREED DELIVERY PERIOD AS MENTIONED IN THE CLAUSE
NO. ......... . THE MATERIAL IS OFFERED EXCLUSIVELY TO THE BUYER ONLY.

10. PRODUCT INSPECTION：

a) QUANTITY AND QUALITY ASSESSMENTS CONDUCTED BY THE SURVEYOR

SHALL BE IN ACCORDANCE WITH METHODS AND PROCEDURES USUALLY USED
IN THE METAL INDUSTRY PRACTICE, AND HOWEVER, AT ALL TIMES, SHALL
STRICTLY COMPLY WITH THE REVISED ASTM INTERNATIONAL STANDARDS
AND PROCEDURES APPLICABLE AT THE DATE OF INSPECTION.

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 b) THE PRODUCT QUALITY & QUANTITY INSPECTION WILL BE CONDUCTED BY
SGS/BUREAU VERITAS/ALEX STEWART OR EQUIVALENT THIRD PARTY
INSPECTION AGENCY IN THE PORT OF LOADING AT EXPORTING CUNTRY AT THE
SELLER’S COST, AND WILL BE VERIFIED BY THIRD PARTY INSPECTION AGENCY
AT THE PORT OF DISCHARGE AT MPORTING COUNTRY AT THE PORT OF
DISCHARGE AT THE BUYER’S COST.
c) THE INSPECTION AGENCY WILL BE SAME IN BOTH COUNTRIES OR AS MUTUALLY
AGREED BETWEEN BUYER AND THE SELLER.
d) THE AVERAGE VALUE OF THE COPPER CONTENTS REPORTED FROM THE THIRD
PARTY INSPECTION AGENCY REPORTS AT THE PORTS OF LOADING AND
DISCHARGE FOR QUALITY & QUANTITY WILL FORM THE BASIS OF PAYMENT
FROM BUYER TO THE SELLER.
e) THE ACCEPTANCE OF MATERIAL ON THE BASIS OF TEST / INSPECTIONS RESULTS
OBTAINED AT
PORTS OF LOADING AND DISCHARGE AS PER THE SUB-CLAUSE “d’ ABOVE WITH
REGARD TO QUALITY AND OTHER PARAMETERS ARE STRICTLY AS PER THE
‘AGREED UPON QUALITY’ MENTIONED IN THIS CONTRACT.
f) THE SELLER SHALL KEEP THE BUYER INFORMED ABOUT THE ETA OF CARGO AT
THE PORT OF DISCHARGE, SO THAT NECESSARY INSPECTION CAN BE ARRANGED
BY THE BUYER IN TIME.
g) THE SELLER SHALL PROVIDE DUPLICATE SET OF SHIPPING DOCUMENTS TO
BUYER IN TIME TO ENABLE THE BUYER TO MAKE ADVANCE ARRANGEMENT FOR
INSPECTION AT PORT OF DISCHARGE.

11. SHIPMENTS：BY 20 FEET CONTAINERS.

12. PROCEDURE:
1. SELLER ISSUES DRAFT CONTRACT TO BUYER FOR COMMENTS AND HIS
ACCEPTANCE.
2. BUYER AND SELLER SIGNS THE CONTRACT.
3. BUYER’S AND SELLER’SS BANK ISSUE THE RESPECTIVE DLC AND THE
PERFORMANCE BANK GUARANTEE (AS PER THE DRAFTS ATTACHED HEREWITH),
THROUGH BANK TO BANK BANKING PROCEDURES IMMEDIATELY AFTER
SIGNING THE CONTRACT.
Page 3 of 12
 4. THE SELLER SHALL ORGANIZE THE MUTUALLY AGREED THIRD PARTY
INSPECTION AGENCY TO EXECUTE THE INSPECTION AT THE PORT OF LOADING,
AND SHALL INSTRUCT THE INSPECTION AGENCY TO ISSUE A REPORT OF THE
QUANTITY AND QUALITY OF THE GOODS PER SHIPMENT TO THE BUYER.
5. FIRST SHIPMENT WITHIN … DAYS AFTER THE RECEIPT OF THE DLC BY THE
SELLER. SELLER WILL NOTIFY BUYER OF THE FIRST DELIVERY WITH ALL
EXPORT DOCUMENTS.
6. UPON VESSEL ARRIVAL AT DESTINATION PORT, THE GOODS ARE INSPECTED BY
THE APPOINTED THIRD PARTY INSPECTION AGENCY.
7. BUYER APPOINTED TESTING AGENCY PERFORMS INSPECTION WITHIN TWO DAYS
OF ARRIAVL OF THE SHIPMENT AT THE PORT OF DISCHARGE OR THE NORMAL
STIPULATED TIME AS INTIMATED IN WRITING TO BOTH BUYER & SELLER BY THE
INSPECTION AGENCY.
8. INSPECTION REPORT AT THE PORT OF DISCHARGE IS SHARED DIRECTLY BY THE
AGENCY TO THE BUYER AND SELLER.
9. UPON RECEIPT OF BOTH QUALITY OF GOODS INSPECTION REPORTS AS PER THE
CONTRACT SPECIFIACTIONS, THE AVERAGE VALUE OF THE PARAMETERS IS
DECLARED IN THE INVOICE OF THE SELLER TO BUYER, AND DOCUMENTS FOR
DOCUMENTARY NEGOTIATION ARE NEGOATIATED FOR DUE PAYMENTS.
10. DOCUMENTS FOR DOCUMENTARY NEGOTIATION AND TRANSFER THE
PRODUCT TITLE WITH FOLLOWING DOCUMENTS IN ORIGINAL:
a. COMMERCIAL INVOICE
b. PACKING LIST
c. MANUFACTURER’S TEST RESULTS
d. CERTIFICATE OF ORIGIN
e. TEST & ANALYSIS REPORTS AT LOADING AND DISCHARGE PORTS.

13. QUANTITY OF GOODS:

1. THE UNIT OF MEASUREMENT IN THIS CONTRACT IS METRIC TONS (MT).
2. THE SHIPMENT WILL BE LOADED AS PER THE PROCEDURE INDICATED IN CLAUSE
12 OF THIS CONTRACT.
3. WEIGHT FOR INVOICING PURPOSES SHALL BE ESTABLISHED BY THE ACTUAL NET
WEIGHT ASCERTAINED AS HE AVERAGE MT OF THE GOODS WEIGHTED IN THE
RESPECTIVE INSPECTION REPORTS AT THE PORTS OF LOADING AND DISCHARGE.

14. SPECIFICATIONS / QUALITY OF GOODS:CU 99.996% MIN (GRADE-A) EQUIVALENT

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THE ELECTROLYTIC COPPER CATHODES SHALL CONFORM TO LME LATEST ASTM
STANDARDS, CHEMICAL COMPOSITION AS BELOW REFERAL SHEET

ELEMENTS VALUE ELEMENTS VALUE

COPPER 99.996% MANGANESE (MN/ppm) 0.2 ppm

SILICA (Si/ppm) 1.1 ppm LEAD (PB/ppm) 1.2 ppm
IRON (Fe/ppm) 3.2 ppm TELEURIUM (TE/ppm) 0.1 ppm
COBALT (Co/ppm) 0.1 ppm NICKEL (NI/ppm) 1.1 ppm
SULPHUR (S/ppm) 12.8 ppm ALUMINUM (AL/ppm) 1.9 ppm
ARSENIC (AS/ppm) 0.6 ppm SELENIUM (SE/ppm) 0.1 ppm
OXYGEN (O2/ppm) 300-800 MAGNESIUM (MG/ppm) 0.3 ppm
BISMUTH (BI/ppm) 0.1 ppm ANTIMONY (SB/ppm) 0.1 ppm
ZINC (Zn/ppm) 0.9 ppm

THE QUALITY OF THE GOODS WILL BE CONFIRMED BY THE INSPECTION REPORTS

ISSUED BY SGS OR
EQUIVALENT AT THE PORTS OF LOADING AND DISCHARGE WHICH SHALL BE
BINDING ON BOTH PARTIES IN ALL RESPECTS, INCLUDING, BUT, NOT LIMITED TO THE
REPLACEMENT OF
FAULTY GOODS PAID FOR BY THE SELLER.
*PRODUCT REJECTION BELOW CU PURITY 99.9%

15. DOCUMENTS REQUIRED FOR PAYMENT:

a. COMMERCIAL INVOICE
b. PACKING LIST
c. MANUFACTURER’S TEST RESULTS
d. CERTIFICATE OF ORIGIN
e. LOAD PORT AND DISCHARGE PORT INSPECTION CERTIFICATES
f. INSPECTION & ANALYSIS REPORTS AT THE PORTS OF LOADING AND DISCHARGE.

16. TAXES AND DUTIES:

• THE SELLER HEREBY UNDERTAKES TO PAY ALL TAXES AND DUTIES IMPOSED BY
THE COUNTRY OF PORT OF ORIGIN AND COUNTRY OF EXPORT PERTAINING TO
EXPORTATION OF COPPER CATHODE, THE SUBJECT MATTER OF THIS SPA SALE-
PURCHASE AGREEMENT CONTRACT.

• THE BUYER HEREBY UNDERTAKES TO PAY ALL TAXES AND DUTIES IMPOSED BY
THE COUNTRY OF PORT OF IMPORT PERTAINING TO IMPORT OF COPPER
CATHODE, THE SUBJECT MATTER OF THIS SPA SALE-PURCHASE AGREEMENT
CONTRACT.

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17. FORCE MAJEURE:
(1)ANY PARTY DOES NOT OR DELAYS TO FULFILL HIS OBLIGATIONS IN THIS
CONTRACT DIRECTLY OR INDIRECTLY DUE TO THE FOLLOWING FORCE MAJEURE
EVENTS, THIS PARTY SHALL NOT BEAR ANY RESPONSIBILITY FOR THE OTHER PARTY:

A) ACTS OF GOD, SUCH AS FLOODS, PANDEMIC, LIGHTNING, CYCLONE, HURRICANE

AND OTHER STORMS OF WHATSOEVER NATURE,
B) NATURAL DISASTER, THREAT OR EXISTENCE OF WAR,SITUATIONS SIMILAR TO
WAR,BLOCKADE, EMBARGOES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY,
C)CIVIL COMMOTIONS, DISTURBANCE, GOVERNMENTAL INTERFERENCE,
D)STRIKES, LOCKOUTS,
E)PLAGUES, SARS, NCOV, PESTILENCES, DISEASES, EPIDEMICS, COVID 19,
G) FIRES, EXPLOSIONS, DESTRUCTION OR DAMAGE TO SELLER’S PLANT OR MACHINERY,
J) OTHER UNPREDICTABLE AND UNCONTROLLABLE ACCIDENTS OF WHATSOEVER,
WHICH MAY NOT BE SOLVED WITHOUT ADDITIONAL COST AND TIME,

(2) IN CASE OF FORCE MAJEURE, THE AFFECTED PARTY SHALL INFORM THE OTHER
PARTY WITHIN SEVEN DAYS AFTER OCCURRING OF SUCH CASE AND SUBMIT
DOCUMENTS ISSUED BY LOCAL RELEVANT DEPARTMENT USED TO PROVE THE
OCCURRENCE OF FORCE MAJEURE WITHIN 15 DAYS AFTER OCCURRING OF SUCH
CASE. AND BOTH PARTIES SHALL NEGOTIATE AND REACH AN OPTIMAL SOLUTION
USED TO SOLVE THE DELAY AND INTERRUPTION PROBLEM OF THIS CONTRACT DUE
TO FORCE MAJEURE. IF THE FORCE MAJEURE CONTINUES TO SERIOUSLY IMPACT
IMPLEMENTATION OF CRUCIAL OBLIGATION UNDER THIS CONTRACT FOR ONE
MONTHS, EITHER OF THE PARTY SHALL HAVE THE RIGHT TO TERMINATE/CANCEL
THIS CONTRACT BY WRITTEN NOTICE 30 DAYS IN ADVANCE.

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18. LAW AND ARBITRATION:

• THE CONTRACT IS SUBJECT TO ICC RULES AND/OR INCOTERMS 2000. AND TO BE

OBSERVED UNDER EXISTING INTERNATIONAL COMMERCE GUIDELINES, UCP600
AND THE RELATIVE
INTERNATIONAL PACT PARTICIPATED IN BOTH SELLER’S AND BUYER’S
COUNTRIES.

• THE SELLER AND THE BUYER WILL TRY TO SETTLE ALL DISPUTES AMICABLY.
EITHER PARTY MAY SERVE NOTICE ON THE OTHER REQUIRING ANY DISPUTES TO
BE SETTLED WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE ISSUED AND, IF NOT
SETTLED, REFER IT TO ARBITRATION IN ACCORDANCE WITH THIS CONTRACT.

• THE OUTSTANDING DISPUTES WILL BE SUBMITTED TO THE ARBITRATION PANEL

AT GENEVA-SWITZERLAND AND THE ARBITRATION WILL BE UNDER THE
PRESENT EFFECTIVE RULES.

19. NON-CIRCUMVENTION AND NON-DISCLOSURE: THE PARTIES ACCEPT ANDAGREE

TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA,
SWITZERLAND FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO
ALL AND EVERY ONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND
CONTRACT, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL
RECIPROCATION FOR A PERIOD OF FIVE YEARS FROM THE DATE OF EXECUTION OF THIS
CONTRACT. THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES AND OR AFFILIATED
COMPANIES. IT IS FURTHER AGREED THAT ANY INFORMATION OF BUYER AND SELLER
CONTAINED IN THIS AGREEMENT IS TO BE HELD IN THE STRICTEST CONFIDENCE, AND
ANY VIOLATION OF WHICH WILL RESOLUTE IN THE IMMEDIATE CANCELLATION OF
THIS AGREEMENT.

20 – GENERAL
a. THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND CAN ONLY BE
AMENDED BY A WRITTEN AGREEMENT. ANY PRIOR AGREEMENT, WRITTEN OR
VERBAL IS DEEMED MERGED HEREIN AND SHALL BE SUPERSEDED BY THIS
AGREEMENT.
b. THE SELLER, WITH FULL LEGAL AND CORPORATE RESPONSIBILITY, WARRANTS
THAT THEY HAVE RELIABLE SOURCES UNDER LEGAL AUTHORITY FROM THE
RIGHTFUL OWNERS OF A SPECIFIED QUANTITY AND QUALITY OF PRODUCT.
c. THE ARTICLE AND OTHER HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE
ONLY AND SHALL NOT BE INTERPRETED IN ANY WAY TO LIMIT OR CHANGE THE
SUBJECT MATTER OF THIS AGREEMENT.
d. ALL SIGNED APPENDICES, ANNEXES AND SUPPLEMENTS SHALL CONSTITUTE AN
INTEGRAL PART OF THE PRESENT CONTRACT.
Page 7 of 12
e. WITH THE EXCEPTION OF CASES SPECIFICALLY MENTION IN THE PRESENT
CONTRACT, NEITHER PARTY MAY BE HELD LIABLE FOR INDIRECT LIMITED LOSSES
RESULTING FROM NON – PERFORMANCE OF THE OBLIGATIONS HEREUNDER.
f. CONDITIONS THAT HAVE NOT BEEN SPECIFIED IN THE PRESENT CONTRACT SHALL
BE GOVERNED BY INCOTERMS AND SUBSEQUENT AMENDMENTS RELATED TO
SUCH IF DELIVERIES.
g. EDT (ELECTRONIC DOCUMENT TRANSMISSION) SHALL BE DEEMED TO BE VALID
AND ENFORCEABLE IN RESPECT OF THE PROVISIONS OF THIS CONTRACT.
h. CORRESPONDENCE IN THE COURSE OF THE ORDINARY ADMINISTRATION OF THE
CONTRACT SUCH AS, BUT NOT LIMITED TO, NOTIFICATION OF ANTICIPATED
DELIVERY DATES MIGHT BE SENT BY FAX, ANY ELECTRONIC MEANS OR MAIL.
NOTICES OF SUSPENSION, TERMINATION OR TO INVOKE ARBITRATION SHALL BE
SENT AS AN ADVANCE FAX OR EMAIL WITH AN ORIGINAL COPY SENT BY COURIER
SERVICE AND SHALL BE DEEMED DELIVERED ON THE EVIDENCED DATE OF THE E-
MAIL.
i. GRAMMATICAL MISTAKES, TYPING ERRORS, IF ANY, SHALL NOT BE REGARDED AS
CONTRADICTIONS.
j. ANY INFORMATION CONTAINED HEREIN SHALL BE KEPT HIGHLY CONFIDENTIAL,
AND SHALL NOT BE SUBSEQUENTLY DISCLOSED TO THIRD PARTIES OR
REPRODUCED IN ANY WAY, EXCEPT TO THIRD PARTIES WHO ARE NECESSARY TO
THE IMPLEMENTATION OF THE AGREEMENT.
k. SHOULD THERE BE ANY DISCREPANCY BETWEEN ENGLISH STATEMENTS AGAINST
ANY OTHER FORM OF STATEMENT, ENGLISH STATEMENT SHALL PREVAIL.
l. THE SELLER IS RESPONSIBLE FOR THIS COMMISSION AND FEES PAYABLE THAT
THEY HAVE SIGNED
AND AGREED IN WRITING BETWEEN THE SELLER’S AND BUYER’S AGENTS
(MANDATE COMPANY,
INTERMEDIARIES AND INDIVIDUAL PERSONS. THE SELLER IS COMMITTED TO
RELIEVE THE OTHER PARTIES FROM ALL SUCH DEMAND OR CLAIM OF ANY OTHER
THIRD PARTY.

21 - PROPOSED SHIPPING / LIFTING SCHEDULE

THE SELLER AGREES TO SHIP THE MATERIAL WITHIN … DAYS AS PER CLAUSE 12 OF
THIS CONTRACT.

22 – BANKING DETAILS – SELLER &BUYER ARE AUTHORIZED TO CHANGE THEIR

FIDUCIARY BANK

SELLER’S BANK DETAILS – FOR MT103

COMPANY NAME
ADDRESS

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REG. NO.
BANK NAME

ADDRESS

ACCOUNT NO. (US$)

SWIFT CODE

THE PARTIES HEREBY AGREE, TO RESPECT THE MENTIONED “SALES AND PURCHASE
AGREEMENT” ACCEPTED, SIGNED AND SEALED AS BELOW:

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000)

ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT). BUYER AND SELLER AGREES TO EXCHANGE
HARD COPIES OF THE SPA. THE SPA SHALL BE MADE IN TWO ORIGINALS AND SHALL
BE SIGNED BY BOTH PARTIES WITH THEIR STAMP AND ONE COPY EACH SHALL BE
RETAINED BY THE SELLER AND THE BUYER.

CONFIRMED AND ACCEPTED:

SELLER BUYER

Page 9 of 12
 FORMAT FOR PERFORMANCE BANK GUARANTEE
[Insert date]

Dear Sir/Madam,

Performance Guarantee No: [insert number] dated [insert date] (“Effective

Date”)

We understand that you [INSERT NAME AND DETAILS OF BENEFICIARY] intend to enter
into a contract, reference [insert reference number], dated [insert date]
(“Contract”) with [insert name and address of the principal] (“Contractor”)
for [details of underlying contract] and that under the Contract, you require a
guarantee for [insert percentage] % of the contract price in respect of the
Contractor's performance of the Contract.

In consideration of your entering into the Contract [and at the request of the
Contractor], we [insert name and address of Bank] irrevocably and
unconditionally guarantee payment to you on your first written demand and
waiving all rights of objection and defence and without reference to the
Contractor of an amount or amounts not exceeding in aggregate [insert
maximum amount of guarantee in numbers and words] provided that your
demand complies with the provisions of this guarantee.

This guarantee shall become operative on [ ] (“the Effective Date”) and shall remain
valid for a period of [ ] until [insert date] and thereafter shall be automatically
renewed for an identical period of time (“Expiry Date”).

Your demand under this guarantee must be received by us during normal business hours
in Dubai before the end of the Expiry Date and must be in the form of a
statement signed by you stating:

that the Contractor has failed to perform the Contract in accordance

with its terms and conditions;

that as a result of such failure, the amount claimed is due to you;

and the amount claimed.

We shall accept such demand as evidence, for the purposes of this guarantee
alone, that the amount claimed is due to you under this guarantee.

We shall have the right (but not the obligation) at any time and at our sole and absolute
discretion to make payment to you of the entire amount of the guarantee or any
part thereof and terminate the guarantee in full release and discharge of all our
liabilities hereunder without your consent or the consent of the Contractor and
without our receiving any demand under the guarantee.

This guarantee shall be considered null and void from and after the close of normal
business hours in Dubai on the Expiry Date irrespective of whether or not the
original instrument is returned to us for cancellation.
This guarantee is not transferable or assignable. For the avoidance of doubt, nothing in
this guarantee shall confer on any third party any benefit or the right to enforce
any term of this guarantee.

This guarantee and any dispute or claim arising out of or in connection with it or its
subject matter or formation shall be governed by, and construed in accordance
with the Federal laws of the United Arab Emirates and the Emirate of Dubai. The
courts of Dubai shall have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this guarantee or its subject matter or
formation.

Yours faithfully,