CONTRACT FOR THE SALE OF DIRECT REDUCED IRON (A) Hot Molded

Briquettes

CONTRACT N: xxxxxxx

Between ORINOCO IRON S.C.S. domiciled in Caracas, registered in the

Commercial Registry Office for the Judicial Circuit of the Capital District and Miranda
State, in 2005, under number 51, volume 5-B Sdo., registered with the Fiscal
Information Registry (RIF) J-3137268 -7, herein represented by its legal
representative Wilfredo Villarroel, Venezuelan, of age, of this domicile, holder of
identity card No. V-xxxxxxxxx, acting in his capacity as President, as per Resolution
042, dated August 12, 2013 and published in Official Gazette No. 40253 dated
September 18, 2013, hereinafter and for the purposes of this document referred to
as the SELLER,on the first side, and xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx domiciled
in xxxxxxxxxxxxxxxxxxxxxxxxx herein represented by its legal representative,
xxxxxxxxxxx, of age, holder of Identity Card No. xxxxxxxx hereinafter referred to as
the BUYER,on the second side, SELLER and BUYER referred to also as the
CONTRACTING PARTIES or separately each the CONTRACTING PARTY
,hereby agree to enter into this AGREEMENT FOR THE SALE OF DIRECT
REDUCED IRON (A) HOT MOLDED BRIQUETTES, under the following terms and
conditions:
1. Commodity:

DIRECT REDUCED IRON (A) Briquettes, hot-molded.

The name of this product must appear on all shipping
documents and not another.

2. Origin:

Venezuela.

3. Producer:

Orinoco Iron SCS

4. Quantity:

105,000 MT (+/- 10%) Option of Seller.

The total amount to be shipped shall be subject to the
maximum authorized draft of the Orinoco river at the time
of loading of the ship in the port of loading.

5. Specifications:

Specifications of the Material:

CHEMICAL SPECIFICATIONS
PARAMETERS
Total Iron (FeT)
Metallic Iron (Fe)
Carbon (C)
Phosphorus (P)
Sulfur (S)
Gangue (Al2O3+SiO2+MgO + CaO)
Residual: (Ni, Cr, Mo, Sn)
Rev: Nov. 2014

PHYSICAL SPECIFICATIONS

% (w/w)
91.00 Min.
81.00 Min.
0.80 Min.
0.130 Max.
0.030 Max.
4.40 Max.
Traces

PARAMETERS
Size
Weight
Aparent Density
Bulk Density
Particule Size Distribution:
> 6.35 mm
< 6.35 mm.
Moisture

90 mm x 58 mm x 29 mm
Broken pieces are acceptable
0.5 0.7 Kg
5.00 g/cm3
2.72 t/m3 Min.
95.0 % (w/w) Min.
5.0 % (w/w) Max.
0.50 % (w/w) Max.
DRI (A) - Briquettes

6. Price:

USD XXX, 00 per metric ton (TM) Free on Board (FOB

Free On Board- according to INCOTERM 2010) Puerto
Pala - Venezuela.
Under this condition of sale (FOB) the BUYER must pay
wharf fees and Toll and costs and Toll on Orinoco River.

7. Shipment / Window:

the BUYER shall be clear on an estimated shipment date

after contract signing , if the BUYER has not nominated
a vessel and indicated a date of shipment ,within ten (10)
working days following signing the contract, the SELLER
may terminate the contract Likewise, the SELLER shall
make adjustments to the price that will favor him
according to the international market.
The BUYER shall provide or arrange the vessel required
to take delivery of the merchandise purchased ten (10)
days before the window agreed with the SELLER. The
vessel must comply with regulations, including the
International Maritime Organization (IMO) regulations
and guidelines on the carriage of solid bulk cargoes, to
carry bulk goods and must be suitable for navigation on
the Orinoco river and for cargo at the port of embarkation.
The SELLER shall notify The BUYER in advance of draft
conditions and other restrictions on the navigation of the
Orinoco river, depending on the season. The PARTIES
agree that the nominated vessels must be single deck
(Single deck), bulk carriers (Bulk Carrier), the cargo holds
must be free from residue of previous cargoes, dry, clean,
and all of them must be provided with natural or
mechanical ventilation , they should not exceed 25 years
of construction. Failure to receive the nomination of the
ship on the date specified in this contract will allow the

SELLER, at its sole discretion, to reschedule the date for

loading or Window (Laycan).
At least ten (10) working days before the estimated date
scheduled for shipment, the BUYER will notify the
SELLER on (i) a laycan period of ten (10) days, one of
which must include the date tentatively scheduled for
shipment unless the SELLER agreed otherwise, and (ii)
the actual shipment program that specifies the name of
the vessel to take delivery of the purchased goods,
estimated time of arrival (ETA) at the load port and
quantity shipped. Immediately after receipt, the SELLER
must confirm their acceptance of said program.
The Buyer shall ensure that the captain of his vessel
delivers to the SELLER three (3) notifications of the
estimated date of arrival (ETA) of the vessel to the port of
loading. The first such notice shall be delivered ten (10)
days prior to said ETA; the second will be delivered fortyeight (48) hours prior to the ETA and the third one twelve
(12) hours prior to the ETA.
8. Port of Embarkation: Pala - Venezuela.
9. Terms of Shipment:
According to the condition of Free On Board sale,- FOB
(INCOTERMS 2010) and as stated on Section 6 of this
contract, the SELLER must take all necessary measures
before the loading port authorities (COPAL) in order to
load the goods on a safe loading port under the following
conditions.
Cargo rate:
10,000 metric tons (MT) per day, working days depending
on the weather, Saturdays, Sundays, holidays included
(PWWDSSHINC)
Wharfage and Toll:
The BUYER will be responsible for and pay at their
expense Wharf Fees and Toll on the Orinoco River in the
currency determined by the Venezuelan State.

Laying of the Notice of Readiness (NOR):

Notice of Readiness for loading may occur at any time
during operating hours of the loading port (24 hours / day,
7 days / week. Excluded December 25 and January 1.)
When the BUYERs vessel reaches the anchorage site
that is closest to the port (mile 178 of Orinoco River),and
it is in libre pltica (Free Practique), and is ready in all
aspects for loading, whether on dock or not..
Laytime (laytime):
The Home of laytime (laytime) will begin twelve (12)
hours after the acceptance of the Notice of Readiness
(NOR),whether the boat is in the terminal or not, unless
the loading is started earlier, in which case The laytime
will start when loading starts.
The premise "Once in Delay, Always in Delay" will apply.
In the port of loading the following periods will not count
as laytime , although the vessel is in delay:
From 00:00 to 24: 00 of 01 January, 01 May, 25
December, Thursday and Good Friday.
All the time lost because of verification and / or
inspection of draft, ballast shedding, twinkling tops of
holds, rain stops, placing runways, waiting for loading
plan, inspections (including drug inspections) and
awaiting confirmation of authorized draft .
Navigation time or docking maneuver from the anchor
location to the dock.
The loading time will stop counting when loading is
complete.
If the vessel hired by the BUYER arrives outside the
agreed time (Laydays), the SELLER will make every
effort to give entry to the terminal within twelve (12) hours
of their arrival and will be responsible for stays as follows:
If the vessel arrives before the agreed period
(Laydays) and has already issued the Notice of
Readiness (NOR) to load, the laytime will begin twelve
(12) hours after the start of the scheduled period
(Laydays) or when loading starts , whichever comes
first.

 If the vessel arrives after the agreed period (Laydays),

the SELLER shall have the right to refuse the vessel
or accept it. If the vessel is accepted and has issued
its Notice of Readiness (NOR) to load, the laytime
begins twelve (12) hours after the acceptance of the
Notice of Readiness (NOR) or at the beginning of
loading, whichever comes first, excluding the time
spent on the docking maneuver since the anchor is
weighed until docking at the pier.
If the vessel is not ready for loading upon arrival at the
port or if it is unable to de ballasting at a fast enough rate
and loading stops or slows down, all the time lost not
attributable to failure of the SELLER , will not count as
laytime, although the vessel is in default and the SELLER
has the option of ordering the vessel to anchor at the
nearest safe place, at the expense of the owner, to wait
until it is ready, in all aspects, to receive the load without
additional stops or slowing the rate of loading.
The vessel of the BUYER must vacate the loading dock
at the port of loading after loading is completed.
If the vessel of the BUYER delays departure from the
berth due to circumstances within the control of the
BUYER or any of its agents, occupancy charges resulting
from the delay in dislodging the berth in which the
SELLER incurs, will be reimbursed by the BUYER to the
extent that such charges relate to the period between the
time the eviction order by the SELLER is received until
the moment the vessel of the BUYER actually vacated
the berth (waiting time of pilots, mooring men and tugs is
always excluded).
Once loading is finished, the SELLER will present the
Captain or his agent with a Bill of Lading (BL) nonnegotiable for customs purposes and a Statement of
Facts for signature. Such documents are official for
loading on board and will constitute the basis for the
calculation of laytime.
Calculations of laytime shall be submitted by the SELLER
to the BUYER within fifteen (15) days, Saturdays,
Sundays and Holidays excluded (SSHEXC), after each
loading operation of the vessel, provided the SELLER
has the shipping documents properly signed by the

Captain, otherwise, an extension to this period will be

allowed.
If the BUYER and SELLER agree on what standards of
Charter Contract (Standard Form Charter Party) they will
use, the terms and conditions specified in GENCON will
prevail.
Delay rate / Quick Dispatch:
The BUYER must inform the SELLER of the Delay/(Quick
Dispatch) rate at the time of nomination of the vessel .
The rate for Quick Dispatch will equal half the Delay rate.
Any payments resulting from delays / (quick dispatch) will
be resolved between the BUYER and SELLER within
thirty (30) days after completion of loading at the port of
loading.
It is understood and agreed upon between the PARTIES
that both the BUYER and SELLER will be responsible for
payment of the delays attributable to each.
If loading is not completed within the allowed period, the
SELLER will pay a prorated promptly agreed daily rate.
The BUYER will pay early dispatch for the time saved, at
a rate equal to half of the prorated delay. The money for
payments of delay or early dispatch will be made by the
BUYER or SELLER, as appropriate, based on mutually
agreed cases in the above paragraphs.
10. Conditions of Payment and Documentation:
Payment of 100% by irrevocable Letter of Credit by sight
against delivery of documentary credit.
The SELLER will be the exporter of the material and this
will be displayed on all relevant documents. In addition,
the SELLER will guarantee that all export permits are
ready on time and correctly, including the export permit
issued by the "Ministry of the Peoples Power for Industry
(MPPI). All costs of delays caused by any breach of that
export documentation shall be borne by the SELLER.

11. Determination of Weight:

To determine the weight of the goods, the SELLER, at its
own expense,will hire an independent naval inspector to
perform the calculation of the weight by draft survey at
the port of loading and the SELLER will issue the
certificate of weight and a draft report according to the
results of that calculation of the weight of the load. The
BUYER has the right to have their representative present
in the calculation made by the SELLER. The weight so
determined will be final and will be the basis for the weight
of Bill of Lading (BL) and the SELLERs invoice. The
advance payment at the time signing of this contract will
be estimated on the basis of the volume assigned.
12. Quality Determination:
The SELLER, at its own expense, will take representative
samples of goods being loaded in the port of loading for
the analysis of physical and chemical composition of the
goods. The Representative of the BUYER shall be
entitled to being present at the time of performing the
sampling at his expense. The Quality Certificate from the
SELLER shall be final.
The SELLER shall retain one (1) control sample of the
goods loaded for further analysis if this is required.
All sampling and analysis will be carried out in
accordance with recognized international standards
(ISO).
13. Taxes and Duties:
Current or future taxes, fees or charges in the nature of
taxes, either on the merchandise or this CONTRACT,
applied outside of Venezuela, will be paid by BUYER.
Current or future taxes, fees or charges in the nature of
taxes, whether on the goods or this CONTRACT, applied
in Venezuela, shall be borne by SELLER.
14. Title and Risk:
According to the sales term Free on Board (Free on
Board - FOB) of clause 6 of this contract, the right to the
merchandise is transferred to the BUYER when the
goods have passed the vessels rail at the loading port.

Transfer of risk with respect to the shipment of the goods

is transferred from SELLER to the BUYER when the
goods pass the vessel's rail at the port of loading.
15. Warranty:
a) The SELLER guarantees that the product will meet the
specifications set forth in paragraph 5, from the time of
issuance of the certificate of quality. Claims for breach
on the part of the SELLER under this subparagraph
shall be made by the BUYER in writing within thirty (30)
days for shipments to America, forty-five (45) days for
shipments to Europe and Africa and sixty (60) days for
shipments to Asia after the date of issuance of the Bill
of Lading (BL).
b) The express warranties contained herein are exclusive
and in lieu of all other warranties, implied or statutory,
including, without limitation, any warranties of
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
16. Force Majeure:

If, during the execution of this contract, the SELLER is

unable or delays delivery of the goods, or the BUYER is
unable to take delivery on the basis of the following
causes, declarative, but not limited to, in the form ,
namely: acts of God, perils of the sea, fire, explosions,
strikes, lockouts, riots, civil commotion, war, accidents,
restrictions of any authority , government or state, doings
of the prince or any other causes ( either of the above
nature or not) beyond the control of the SELLER or
BUYER respectively, delivery will be suspended until the
cause which prevents or delays the delivery or
acceptance of delivery, have been stopped and the
execution by the SELLER or BUYER, as appropriate, of
this contract will be extended for the period of the
suspension. If either the BUYER or the SELLER
experience an event of force majeure that continues
uninterrupted for a period of ninety (90) days or more,
either PARTY may terminate this agreement without
further obligations via written notification to the other
PARTY, such termination shall be effective upon
notification.

17. Arbitration:

All
problems,
conflicts,
differences,
disagreements, interpretations, actions of any kind
arising between the PARTIES in connection with the
performance of this contract which can not be settled
amicably between the PARTIES , within fifteen (15)
continuous days following the notification of the dispute
that one PARTY makes the other, they will be submitted
to institutional arbitration in Caracas, Venezuela, as
unique, exclusive and irrevocable, without the possibility
of recurring to the courts and tribunals established by the
arbitral tribunal . Arbitration will be held in Spanish
language, according to Venezuelan law, in accordance
with the Rules of the Venezuelan Chamber of Commerce
by three (3) arbitrators appointed in accordance with that
regulation.

18. Legislation:

This CONTRACT shall be governed by the laws of the

Bolivarian Republic of Venezuela.

19. Final provisions:

a) This CONTRACT shall be binding upon and inure to

the benefit of the respective successors and assigns of
the PARTIES, provided that neither PARTY grants or
transfers any of its rights and obligations without the prior
written consent of the other PARTY .
b) If any provision of this document is invalid or
unenforceable in any jurisdiction, then in the maximum
extent permitted by law (i) the other provisions of this
CONTRACT shall remain in full force and effect in that
jurisdiction and will be interpreted liberally for the purpose
of carrying out the intentions of the PARTIES to
hereinafter as possible and (ii) the invalidity or
unenforceability of the provisions of itself in every
jurisdiction does not affect the validity or enforceability of
such jurisdiction available elsewhere.
c) The PARTIES agree and acknowledge this
CONTRACT, the terms, conditions, and all negotiations
leading to complete implementation shall remain strictly
confidential and will not be disclosed by either PARTY or
any outside PARTY without the express prior consent of
the other PARTY to this contract.

20. Notices:

Any communications relating to this contract will be by

email, in Spanish or English. They are considered official
and valid if addressed to:

BUYER:
xxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxx
Emailxxxxxxxxxxxxxxxxxxxx
Phone: + xxxxxxxxxxxxxxx

SELLER:
Wilfredo Villarroel Orinoco Iron SCS
Matanzas Industrial Zone, Puerto Ordaz, Bolivar State.
Venezuela.
Email: wvillarroel@orinoco-iron.com

In witness whereof, the parties have awarded this contract to be executed the
twentieth day of xxxxxl 2015.
BUYER:

SELLER:

XXXXXXXXXXXXXXX

Orinoco Iron SCS

XXXXXXXXXXXXXX

XXXXXXXXXXXXXX

Legal Representative

President

Document No. xxxxxxx

CI No. V-xxxxxxxx

Phone: + xxxxxxxxxxxxxxxxxxx

Phone: xxxxxxxxxxxxxxx