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PURCHASE AND SALE CONTRACT NO 1 5 1 PURCHASE AND SALE CONTRACT Contract No This PURCHASE AND SALE CONTRACT made on May 15 2009 in Beijing city BETWEEN BUYER Add Tel Fax AND SELLER Add Tel Fax The BUYER is desirous of buying all such molybdenum concentrate from the SELLER The BUYER confirmed the purchase of the contracted amount from the SELLER in this contract And where as the BUYER is desirous of purchasing all such molybdenum concentrate offered by the SELLER The SELLER is willing to give all his productions and sales in this contract to the BUYER THE SELLER AND THE BUYER HEREBY AGREE AS FOLLOWS 1 DEFINITIONS Unless specifically stated the following terms in this contract shall refer to and will have the following meaning Goods shall mean molybdenum concentrate DMT shall mean dry metric ton MMT shall mean metal metric ton MTU shall mean metric ton unit Metric Ton shall mean a ton of 1 000 kilograms or 2 204 62 pounds avoirdupois wet or dry basis as stated PPM shall mean part per million or 1 gram per Metric Ton Inspectorate shall mean independent inspectorate as CGL Central Geological Laboratory Mongolia and or its correspondenc CIQ China Entry Exit Inspection and Quarantine Association and or its correspondence CCIC China Certification T T shall mean Telegraphic Transfer PURCHASE AND SALE CONTRACT NO 2 5 2 or dollar or cent shall mean dollars and cents of the United States of America official currency DAF shall mean delivered at frontier as per Incoterms 2000 2 GOODS 1 Name of goods 2 Specification Goods should not contain radioactive element and other harmful impurities 3 Weight 4 Price packing charges included USD 0 DMT U S DOLLARS SEVEN THOUSAND FIVE HUNDRED per DMT DAF Erlianhot on basis of 50 Mo with premium penalty USD 150 per DMT for 1 increase decrease in Mo above below 50 Mo scale fraction pro rata 5 Renegotiation a If the Mo content is below 48 or the goods is over the impurity the BUYER has the right to reject accepting the goods or the price will be renegotiated by the two parties b If the BUYER rejects the goods according to the reasons mentioned above then all charges will be to SELLER s account 3 TOTAL VALUE USD U S Dollars seven hundred and fifty thousand The exact total value should pay the SELLER will be determined by the Mo content according to the certificate from CIQ CCIC China 4 INSURANCE Insurance up to the point of delivery shall be the responsibility of the SELLER Insurance after the point of delivery shall be the responsibility of the BUYER 5 PLACE OF SHIPMENT 6 PLACE OF DELIVERY 7 SHIPMENT PURCHASE AND SALE CONTRACT NO 3 5 3 The shipment will be effected before 8 PACKAGING 1MT net bags sealed in container The goods should be packed suitable for long distance land transportation and for change of climate well protected against moisture and shocks 9 SHIPPING MARKS N M 10 QUALITY AND WEIGHT INSPECTION At the place of shipment Mongolia weighing sampling and analysis shall be carried out by CGL in accordance with standard international practice Inspection fee shall be for the SELLER s account The BUYER has the right to be present or represented at these operations at it s own expense At the discharging place China weighting sampling analysis shall be carried out by CIQ CCIC at BUYER s account in accordance with international practices Inspection fee shall be for the BUYER s account The SELLER has the right to be present or represented at these operations at it s own expense The certificate issued by CIQ CCIC shall be the final results for negotiation of payment 11 TERM OF PAYMENT 12 REQUIRED DOCUMENTS FOR CUSTOMS CLEARANCE 1 Signed Provisional Commercial Invoice in four originals and one copy which indicating Contract No 13 CLAIMS In the event that SELLER is liable for the discrepancies and the BUYER lodges a claim within Ninety 90 days after discharge of the goods at the destination such claim must be accompanied by an inspection certificate issued by CCIC CIQ All expenses including inspection fees and losses arising from the return of goods or claims should be borne by the SELLER 14 ARBITRATION 15 DELAY NON DELIVERY In the event of delay non delivery of contractual quantity the SELLER shall bear following duties In case of delayed delivery the SELLERS shall pay to the PURCHASE AND SALE CONTRACT NO 4 5 4 BUYERS for every week of delay a penalty amounting to 0 5 of the total value of the goods whose delivery has been delayed Any fractional part of a week is to be considered as a full week The total amount of penalty shall not however exceed 1 of the total value of the goods involved in late delivery and is to be deducted from the amount due to the SELLERS by the paying bank at the time of negotiation or by the BUYERS direct at the time of payment In case the period of delay exceeds 60 days after the stipulated delivery date the BUYERS have the right to terminate this contract but the SELLERS shall not hereof be exempted from the payment of the penalty 16 LICENSE TARIFFS TAXES AND DUTIES All license tariffs taxes and duties whether existing or new on the merchandise and its contents or commercial documents relating thereto shall be borne by BUYER in the event of their existence in China Any export relate license taxes or duties whether existing or new levied in the country of origin shall be borne by BILUUT MINING CO LTD 17 FORCE MAJEURE The SELLER shall not be held responsible for late delivery or non delivery of the goods owing to generally recognized Force Majeure causes In such cases however the SELLER shall immediately inform the BUYER the accident and air mail to the BUYER within 15 days after the accident a certificate of the accident issued by the competent government authorities or the chamber of commerce located at the place where the accident occurs as evidence thereof 18 VALIDATION The contract shall become valid as and when signed by duly authorized representative of both the SELLER and the BUYER Contract is made by BUYER SELLER PURCHASE AND SALE CONTRACT NO 5 5 5