EXCLUSIVE PURCHASE AGREEMENT THIS EXCLUSIVE PURCHASE AGREEMENT (“Agreement”) is made and signed in _____, on this day _______ by and between :
1.
PT. BHUMI SAPROLITE INDONESIA, a limited liability company duly established and organized under the laws of Republic of Indonesia with its registered office at Menara Hijau Building, 5 th Floor, suite 502A, Jakarta, in this matter is represented by Mr. RICKY HARTONO, in his capacity as President Director of such company, hereinafter referred to as “The Seller” ;
AND 2.
SINOVILLA INTERNATIONAL Co; Ltd. , a company duly established and organized under the laws of People Republic of China with its registered office at Block A, 12 / Floor, East Point City, Tseung Kuwen-O, Kowloon, Hong Kong, in this matter is represented by Mr.STEPHEN LEE, in his capacity as Managing Director of such company, hereinafter referred to as “The Buyer”. The Owner, The Seller and The Buyer jointly shall be referred to as the “Parties”. Recitals
A.
Whereas The Seller is a contractor who have entered in to the joint operating agreement with PT. Total Prima Indonesia as the owner of a nickel mine site, who has the legal ownership of IPU of IPU of which the mine site is located at […….]and such joint operating agreement gave The Seller a full right to develop the nickel mine site, produce and sell the products of nickel with the exclusive purchase right ;
B.
Whereas The Buyer wishes to purchase the products of nickel from The Seller with exclusive purchase right.
C.
Whereas Th The Parties wish wish to enter enter into a busines business s transact transaction ion for their their mutual mutual benefit and have agreed to enter in to this Agreement in consideration of which the Parties hereto agree as follows : This Agreement is subject to the result of the Legal / Site Due Diligence being satisfactory and acceptable to The Buyer. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration for the mutual premises herein contained, the parties hereby agree as follows : Article 1 SCOPE OF THE AGREEMENT
In accordance with the terms and conditions of this Agreement, The Buyer is willing to provide the loan to the Seller, and the Seller is willing to repay the loan in the form of nickel. The Nickel that shall be surrendered by The Seller is Page 1 of 4
Article 2 COFIDENTIALITY The Parties in this Agreement undertake to maintain absolute and total confidentiality in respect of this Agreement, except where the statutory and legal requirements necessitate only Article RESPONSIBILITIES OF THE PARTIES
1. The Buyer’s Responsibilities. -
To conduct the transfer of loan to the Sellers, with the stage payment as following : First transfer shall be conducted no longer than June 5 th 2011, with amount USD 100.000,- (one thousand dollar united states dollar) ; Second transfer shall be conducted no longer than June 15 th 2011, with amount USD 50.000,- (fifty thousand united states dollar) ; Third transfer shall be conducted no longer than June 25th 2011, with amount USD 50.000,- (fifty thousand united states dollar) ; •
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To carry out Legal and Site Due Diligence to review the legality and validity of The Seller’s corporate licenses and approvals, IPU and all operational permit and licenses.
2. The Seller’s Responsibilities. - The Seller shall produce and make TWO ships loads with Min. 50,000 MT/shipment per month. - The Seller shall deliver the full Legal/Site Due Diligence documentations which are necessary for The Buyer to perform the Legal/Site Due Diligence properly and shall assist and make necessary arrangement for The Buyer to visit the Mine Site. Article 3 REPAYMENT AND NICKEL SHIPMENT
1.
Repayment of the Loan. - The Parties agree the repayment of the loan shall be in the form of nickel.
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The Parties agree that if per metric ton for the nickel ore with 1.7 % 1.79% (one point seven percent to one point seventy nine percent) of the nickel contents, the Buyer shall produce 50.000 MT (fifty thousand metric ton) per month, and the handover shall begin in June 2011.
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The Parties agree that if per metric ton for the nickel ore with 1.8 % (one point eight percent) up of the nickel contents, the Buyer shall produce 50.000 MT (fifty thousand metric ton) per month, and the handover shall begin in July 2011.
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The Parties Agree that the repayment shall be conducted for ____ times.
2. Should the tools and the plants provided by The Buyer in order to push-up the product volume, the purchase price shall be subject to re-negotiation with The Seller. 3.
The Parties agree that in this Agreement must delivery not less than 2 million metric ton for the nickel ore with 1.7% (one point seven percent) above the nickel contents. Article 4 NOTICE
Any notice under this Agreement may be sent by fax or email, or both, to the following addresses : Article 5 Force majeure
The Parties hereby accept the International provisioan for the force majeure lates edition, published by the International Chamber of Commerce (ICC) Paris, France. Article 6 Event of default In Article 7 APPLICABLE LAW OF THIS AGREEMENT 1. Applicable Law. This Agreement is subject to Singapore Law and any litigation and/or arbitration shall be in Singapore only. The Parties agree to interpret this Agreement in this broadest legal sense and enter into such in their corporate capacity, with full responsibility, and agree to voluntarily awive and renounce any and all rights of immunity, whether diplomatic or sovereign or otherwise, so as to enable The Parties to give full force and legal effect to the true purpose and intent of this Agreement.
2. Possible Conflict With Applicable Law. If any provision of these terms and conditions are declared void and unenforceable by any competent authority or court they shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect the other provisions remaining which shall continue unaffected. The Parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purpose of this Agreement. IN WITHNESS WHEREOF the Parties to this Agreement set their hands on the days and year as stated below :
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The Seller
The Buyer
Name:
Name:
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