Contracting Terms & Conditions

1.  PURCHASE AND SALE OF CATALYST MATERIAL AND PRECIOUS METALS

 

1.1.         Purchase/ Hedging Procedure. When the Company has Recycling Material available for purchase, it will provide PGM of Texas with the quantity of each Platinum Group Metal, in troy ounces, which the Company would like to price/hedge. PGM of Texas will then promptly supply the Company with the quoted market price for each of the Platinum Group Metals. The Platinum Group Metals so priced and hedged with PGM of Texas shall be shipped to PGM of Texas within two (2) weeks of the agreed upon price/hedge date and purchased by PGM of Texas upon the applicable settlement/metal due date as provided in Section 1.6. The Company will then be responsible for delivering Recycling Material to PGM of Texas which contains the total amount of ounces of Platinum Group Metals that were conclusively priced/hedged.

 

1.2.         Toll/ Metal Sale Procedure. When the Company has catalyst available for Toll Refining, the Company shall inform PGM of Texas, LLC in writing, at the time of shipping, that the shipment is to be Toll Refined. There can be no hedges or advances for Toll Refined Recycling Material. The Company shall be invoiced for any treatment charges or refining costs once the assay results have been supplied by PGM of Texas, LLC and agreed upon by the company. The metals will be available to sell on the settlement/metal due date and not before. All unsold and unhedged metals will be held in a PGM of Texas pool account. All payments will be available two (2) business days after the metal is hedged.

 

1.3.         Recycling Material Specifications. To enable timely and efficient processing of Recycling Material to be delivered to PGM of Texas, the Company agrees that prior to shipment of each lot of Recycling Material provided to PGM of Texas hereunder, the Company shall sort the Recycling Material in a manner and with such procedures, including weighing, storage, and labeling procedures, as PGM of Texas may reasonably specify from time to time.

 

1.4.         Delivery Terms. The Company can arrange, at its expense, for shipping of Recycling Material to PGM of Texas. The Company shall be responsible for designating a shipping carrier and for all delivery charges, insurance, taxes, duties, and other fees incidental to shipping the Recycling Material to PGM of Texas at one of its processing facilities (or such other mutually convenient location as PGM of Texas may reasonably designate from time to time). The Company shall also comply with all environmental or other applicable regulations governing shipment of Recycling Material. Until confirmed written receipt and acceptance by PGM of Texas of each lot shipped to PGM of Texas, the risk of loss of the Recycling Material shall remain with the Company. PGM of Texas assumes transfer of ownership upon delivery at a PGM of Texas facility.

 

1.4A          The company can arrange, at its own expense, for PGM of Texas to arrange shipping of Recycling Material to PGM of Texas, DDP in accordance with Incoterms 2020. The company shall comply with all environmental or other applicable regulations governing shipments of Recycling Material. The company shall be responsible for communicating written receipt and acceptance by PGM of Texas once the shipment has been picked up. Until written confirmed acceptance by PGM of Texas, the risk of loss shall remain with the Company.

 

1.5          Non-Conforming Lots. Upon receipt of each Lot, PGM of Texas reserves the right to inspect each such Lot to determine whether the Lot conforms to the information previously discussed with the Company, and PGM of Texas reserves the right to reject, and to return to the Company at the expense of the Company any Lot delivered that is non-conforming. Alternatively, PGM of Texas and the Company may agree that PGM of Texas may retain such Lot but adjust the purchase price for such Lot or assess the Company a reasonable charge to cause such Lot to conform to the applicable Recycling Material and Concentration specifications under Section 1.3 and Section 3.

 

1.6          Advances. The Recycling Material must be priced/hedged pursuant to Section 1.1 before an advance payment can be made. An advance payment of up to 75% of the estimated value less metal return and treatment /refining charges can be made based on the Quoted Market Price and will not be wired until the bill of lading and packing list detail is provided to PGM of Texas. The Company guarantees the delivery of Platinum Group Metals-containing product in-order-to fulfill all prior priced/hedged ounces and open Advances. The settlement/metal due date is 115 days from receipt of the priced/hedged recycling material at PGM of Texas. All advances shall incur a finance charge from the day of advance until the settlement/metal due date.

 

1.7          Non-Conforming Lots. If for any reason the Company fails to fulfill its commitment to deliver Recycling Material for a given Lot that has been priced and hedged under this document (a "Company Default"), the Company agrees that it shall reimburse PGM of Texas promptly (and, in any event, no later than PGM of Texas reasonable request for reimbursement) for any Advance amounts paid to the Company in excess of the value of the amount of Platinum Group Metals obtained or obtainable from the amount of Recycling Material actually delivered by Company or recovered by PGM of Texas for such Lot as of the agreed delivery date. At any time that there exists a Company Default, PGM of Texas may offset any-and-all amounts that the Company may owe to PGM of Texas against any amounts that PGM of Texas may owe to the Company on any hedging or pricing transaction. To secure the Company's obligations under all its hedging and pricing transactions with PGM of Texas and its obligations, the Company grants to PGM of Texas a continuing security interest in any-and-all Recycling Material and Platinum Group Metals owned by the Company that are at any time held by PGM of Texas as well as all proceeds thereof. Without any additional action being required by the Company, PGM of Texas is authorized to file one or more financing statements or other lien of record to perfect the security interests granted by the Company.

 

2.  PROCESSING AND ASSAY PROCEDURES

 

2.1.         Processing. Upon receipt and acceptance of each Lot of Recycling Material from the Company, PGM of Texas shall process such Recycling Material so-as-to extract Platinum Group Metals from such Catalyst in a form that may be sampled and assayed for specific precious metals content, and which Recycling Material Treatment and Refining shall be charged to the Company at the rate set forth by the terms provided to the Company.

 

2.2.         Assay Procedures. From each Lot that is processed by PGM of Texas, PGM of Texas shall take a sample therefrom using customary industry sampling procedures. Each such sample shall be weighed and assayed by PGM of Texas to determine the content of palladium, platinum, and rhodium in such sample (an "Assay").

 

2.3 Assay Results. PGM of Texas shall notify the Company in writing of the Assay results for each Lot within thirty (30) days of it receiving Assay results, and each notice shall include the weight of each Platinum Group Metal contained in such Lot based on the Assay. The Company shall have a period of five (5) business days thereafter to provide PGM of Texas with written notice of any good faith reservations by the Company concerning the results of any such Lot Assay. If the Company so, communicates any such reservations, PGM of Texas and the Company shall work cooperatively with one another in good faith to resolve such matters. If the Company does not lodge any reservations concerning a given Lot during the reservations notice period, then the Assay results provided by PGM of Texas for the applicable Lot shall be considered conclusive for such Lot. The Company may elect to have a witness onsite for sampling and/or have a sample split sent to them. If a sample split is desired, there will be a charge per sample reduction from the settlement weight for every sample sent relative to the value of the material.

 

3.  SEITLEMENT, PAYMENT AND RELATED MATTERS

 

3.1          Settlement. Once the Assay results are considered conclusive for such Lot in accordance with Section 2 of this document, PGM of Texas shall pay to the Company the applicable Metal Return percentage as set forth in the terms provided to the Company against the Quoted Market Price for such Lot by precious metal type, less any charges due to Recycling Material Treatment and Refining or previous advances paid by PGM of Texas in respect of such Lot on the settlement/metal due date. The Company may choose to take payment before the settlement/metal due date; however, a finance charge will be deducted from the settlement calculated from the early settlement date until the metal due date. All purchase agreements shall be closed on settlement/metal due date. If the Company has unsold/unhedged metal, it shall be sold on settlement/metal due date at market price to close out said agreement. Once final payment is made the settlement will be considered closed.

 

3.2          Taxes. The Company shall bear the cost of any taxes of any kind, nature, or description whatsoever (other than taxes attributable to PGM of Texas income) applicable to the sale of any Recycling Material or PGM by the Company to PGM of Texas.

 

3.3          Umpire analysis for Non-Conclusive Assay. Subject to Section 2.3 of this Document, if the parties fail to reach a settlement and are unable to agree on conclusive results of an Assay for a given Lot, then PGM of Texas will supply a split sample to an outside, independent lab that is mutually agreed to by the parties to review, and the determination of such outside lab's review will be considered conclusive for such Lot. The cost of such, outside lab will be split equally by both parties.

 

4.  DISPUTES AND GOVERNING LAW

 

4.1          Arbitration. The parties agree that, except as otherwise set forth in this Document, any and all disputes that arise between the parties with respect to matters under this Document, which are not resolved internally through informal negotiation and problem-solving procedures, shall be submitted to final and binding arbitration before a single arbitrator in accordance with the International Institute for Conflict Prevention and Resolution Rules for non-administered arbitration and which arbitration shall take place in Dallas, Texas. The decision of the arbitrator shall be final and binding upon all parties. The parties' mutual promises to arbitrate differences, rather than litigate them before courts or other tribunals, provide adequate consideration for each other. The fees and costs of the arbitrator shall be shared equally between the parties. The mutual obligation to submit disputes and claims to binding arbitration created by this Section shall survive the termination of this Agreement.

 

4.2          Equitable Relief. Each of the parties acknowledges that the violations of this Document by PGM of Texas, on the one hand, or by the Company, on the other hand, would cause irreparable harm to the other party and deprive each party of the benefit of the bargain sought to be obtained hereunder, and that remedies at law would be inadequate to redress any actual or threatened violation of this Document. Accordingly, each of the parties agrees that, in addition to other relief available under this Document or applicable law, the rights and obligations under this Document may be enforced by temporary and permanent injunctive relief and specific performance, and in each case without the necessity of the posting of any bond. Any award of relief under Section 4.2 to a party shall include such party's costs and expenses of enforcement (including reasonable attorneys' fees).

 

4.3          Governing Law. This Document will be governed by and construed in accordance with the laws of the State of Texas, without regard to principles governing conflicts of law. The Company hereby consents to the jurisdiction of any state or federal court located in the State of Texas and, to the extent permitted by applicable law, waives any objection based on venue or forum non-convenes with respect to any action instituted in any such court and agrees that service of process in any such action will be sufficient if served on Company by certified mail, return receipt requested, or in any manner provided by law. The parties agree to exclude application of the U.N. Convention on Contracts for the International Sales of Goods.

 

5.  MISCELLANEOUS

 

5.1          Severability. If and to the extent that any provision of this Document is determined by any governmental authority to be invalid or unenforceable, such provision shall be deemed severed, and each remaining provision of this Document shall remain in effect unless the essential purposes of this Document cannot continue be achieved.

 

5.2          Entire Document. This Document constitutes the entire agreement concerning the sale and purchase of Recycling Material and Platinum Group Metals between the parties.

 

5.3          Force Majeure. No party shall be liable to any other party for any delay in performance or failure to perform, in whole or in part, due to any act of war, riot, civil commotion, act of public enemy, fire, flood, or other act of God, act of any governmental authority, pandemic, or other causes beyond the reasonable control of such party.

 

5.4          Relationship of Parties. PGM of Texas and the Company shall be considered independent contractors in relation to one another, and no agency or joint venture relationship between the Company and PGM of Texas is made by this Document. Neither party shall have any right or authority to act on behalf of the other party.

 

5.5          Assignment. Neither this Document, nor any right or obligation hereunder, is assignable or transferable by any party hereto, in whole or in part, without the prior written consent of the other parties hereto; provided that any party hereto may assign this Document to any entity that is a successor in interest to all of the business or assets of such assigning party.