AURUBIS General Terms and Conditions for Sales and Purchases of Copper Cathodes (December 2021 version)

1. General

1.1. Any agreement between Buyer and Seller as to sales or purchases (Agreement) of copper cathodes
(Material) and any implementation thereof and performance thereunder (Transaction) shall exclusively be
governed by these AURUBIS General Terms and Conditions for Sales and Purchases of Copper
Cathodes, which are an integral part of the Agreement.

1.2. These AURUBIS General Terms and Conditions for Sales and Purchases of Copper Cathodes only
apply vis-à-vis entrepreneurs within the meaning of § 310 (1) German Civil Code (BGB).

1.3. Any terms and conditions of the other party which are contrary to or deviate from these AURUBIS
General Terms and Conditions for the Sale and Purchase of Copper Cathodes shall not be recognised.
AURUBIS does not accept alternative conditions of the other party, even if AURUBIS has not expressly
contradicted such conditions or accepted a delivery, unless AURUBIS has expressly acknowledged the
validity of such alternative conditions in writing.

2. Performance Obligations

Seller agrees to sell and deliver to Buyer and Buyer agrees to purchase and take delivery from Seller of
the Material on the terms and conditions set out herein and in the Agreement.

3. Quality and Quantity of the Material, Weight Determination

3.1. The Material shall meet the specifications agreed upon as set out in the Agreement or as otherwise
agreed in writing.

3.2. Seller shall deliver the Material in such quantity as set out in the Agreement within any tolerance stated
therein.

3.3 The weights shall be determined by the Seller and shall constitute the basis for all invoicing. The Buyer is
entitled to verify the weights determined by the Seller at Buyer’s own expense.

4. Deliveries

4.1. Unless otherwise agreed in writing, Seller shall be entitled to make partial deliveries to a reasonable
extent.

4.2. If the Agreement provides for the delivery of partial quantities on call, Buyer shall, unless otherwise
agreed between the Parties, be obliged to call uniform quantities on a monthly basis. If no period for
delivery on call has been determined, the call and – where applicable – specification of the call quantity
shall take place by the fifteenth day of the month preceding the month of delivery.

4.3. Seller shall make commercially reasonable best efforts to meet Buyer’s delivery timing request, with
effective execution of the delivery subject to transport vehicle availability, and timely fulfilment of
obligations by Buyer that have to be carried out before the delivery, such as executing payments,
opening a letter of credit, etc. without limitation. Any delay in the fulfilment of such obligations by Buyer
entitles Seller to withhold loading and shipping arrangements.

4.4. In the event of delay in delivery, Buyer may only withdraw from the Agreement and/or Transaction if an
appropriate period of respite for performance has been given to Seller by Buyer in writing and such
period of respite has elapsed. In cases of doubt, a respite of 30 days shall be appropriate. If Buyer
terminates the Agreement and/or Transaction pursuant to this clause 4.4., payments already made by
Buyer shall be reimbursed to Buyer by Seller.

4.5. If Buyer fails to accept delivery, Seller may, after an appropriate period of respite, collect and/or resell the
material, hold any further deliveries to Buyer and withdraw from the Agreement and/or Transaction.
Payments already made by Buyer may be retained by Seller and may be offset against any costs that
occurred as a result of Buyer’s default of accepting delivery including but not limited to warehouse rent,
demurrage and detention fees, transport costs, etc.
5. Transfer of Risk

The Risk shall transfer from Seller to Buyer in accordance with the Incoterm specified in the Agreement.

6. Title

Unless agreed otherwise, Seller retains legal title to the Material until payment has been made in full.

7. Price

Buyer shall pay Seller the price specified in the Agreement.

8. Quotational Period, Fixation

8.1. The Quotational Period shall be the one agreed upon in the Agreement.

8.2. If one of the Parties may determine the Quotational Period pursuant to the Agreement, this Party’s
written declaration shall be received not later than 11:30 a.m. CET on the first day of the requested
Quotational Period, and such Quotational Period shall be considered well fixed only upon the other
Party’s written confirmation. In any event, no fixation shall be carried out before the Quotational Period is
well fixed pursuant to this clause 8.2.

Where it has been agreed that prices shall be fixed on one unknown settlement quotation, the other
Party’s written confirmation is not required, provided that the Party entitled to fix the price has informed
the other Party both in writing and via telephone about the determined fixation date.

8.3. After the Quotational Period has been confirmed by both parties, it shall be irrevocable and binding and
shall not change subsequently for any reason except by the Parties’ mutual agreement.

8.4. If a Party fails to exercise its option to declare the Quotational Period for tonnages already delivered, the
other Party shall, after giving written notice to the Party that failed to declare the Quotational Period,
have the right to fix the price on the last day of the period that has been contractually agreed as the
period in which the pricing has to be carried out. This fixation shall be considered irrevocable and binding
without being reconfirmed by the Party in default.

8.5. If Seller fails to deliver or Buyer fails to accept delivery and/or to effect due payments under the
Agreement and/or a Transaction for which a Quotational Period has already been agreed or the price
has otherwise been fixed, the other Party shall, after a reasonable period after notifying the Party in
default, have the right to close the open positions with a separate futures contract, and charge to the
Party in default the difference between the fixed price or the price based on the agreed Quotational
Period and the price of the futures contract as well as any other related costs and losses, including
hedging losses and interest losses without limitation.

9. Payment

9.1. Payment shall be effected as specified in the Agreement and shall, unless agreed otherwise, be free of
any set-off, counterclaim or deduction.

9.2. All payments due under the Agreement shall be made in freely transferable funds by means of
telegraphic transfer to Seller’s bank account, the details of which Seller shall provide to Buyer.

9.3. Bank charges, if any, levied by Buyer’s bank or due to Buyer’s fault in respect of payments or in the
country of Buyer shall be for the account of Buyer. Bank charges, if any, levied by Seller’s bank or due to
Seller’s fault in respect of payments hereunder or in the country of Seller shall be for the account of
Seller.

9.4. Buyer shall automatically be in default if the respective invoiced amount is not paid by the agreed
payment deadline. Default in accordance with any of the applicable statutory provisions shall remain
unaffected. An amount is deemed paid only when it has been credited to Seller’s bank account and is
available to Seller there without reservation for final and free disposal.

9.5. Each overdue payment shall accrue interest from and including the due date to, but excluding, the date
such amount is paid, at an interest rate of 5% per annum or otherwise agreed between the Parties.

9.6. In the event that Buyer is in default with payment, Seller shall be entitled to
 (i) immediately withhold further deliveries or pricings or require provision of (additional) security
prior to further deliveries or pricings,

(ii) collect and/or resell any unpaid quantity after a period of 14 (fourteen) days after the due date
and request from Buyer reimbursement of all losses (reasonably incurred) resulting from these
remedies including but not limited to transport costs, demurrage fees, price differences, hedging
losses and

(iii) terminate the Agreement and/or Transaction with Buyer forthwith and without prejudice to its
other rights.

(iv) revoke a payment term or request a change in payment terms, including, without limitation, the
request for additional means of security, in any other pending contract with the Buyer to secure
further payments. Should no agreement on altered payment terms be reached between the
Parties, Seller shall also be entitled to terminate these other contracts with the Buyer as set out
in section 9.6 (iii) above. For the avoidance of doubt, if Seller changes or revokes a payment
deferment agreement or a payment term or makes a claim due immediately, this does not
entitle Buyer to any discount in respect of Seller’s claim for payment.

10. VAT, other Taxes

10.1. All amounts payable under the Agreement shall exclude value added tax (VAT) or analogous taxes (if
any), and where applicable Buyer shall pay all VAT chargeable by and due to Seller in addition to any
other amounts due under the Agreement.

10.2. In case Material is dispatched to an EU country and the sale by Aurubis as a consequence should be
VAT-exempt according to applicable VAT laws, the Buyer is obligated to cooperate in providing any
required information such as (but not limited to) its VAT ID-code as well as all related proofs of delivery
and/or other documents required pursuant to applicable VAT laws. Should the Buyer fail to provide the
information / documents as required and the consignment should therefore be subject to value added
tax, Aurubis is entitled to change the final invoice for the respective consignment accordingly and to
claim any VAT amount payable on the final amount in accordance with applicable VAT laws. If Aurubis is
the Buyer, Aurubis shall reasonably cooperate in providing information required by VAT laws applicable
in Seller’s country accordingly.

10.3. All taxes, tariffs, fees and duties, whether existing or new, applicable to the Material and imposed or to
be imposed in the country of destination shall be borne by Buyer. All taxes, tariffs, fees and duties
imposed or to be imposed in the country of origin shall be for Seller's account. To avoid doubt, this
clause 10.3. shall not apply to VAT which shall be subject to clause 10.1. and clause 10.2 only.

11. Aurubis Metal Accounts

If Aurubis’s contract partner maintains a metal account, especially for convertible cathodes, with Aurubis,
the contract partner can only request the conversion of his metal volume credit or a part thereof and the
delivery of one or more products under the following conditions only:

a) The contract partner and Aurubis have concluded a contract for the conversion of convertible
cathodes into one or more products, and

b) the contract partner's order for conversion must be received by us at least two (2) working days prior
to the day of the agreed delivery (“Delivery Day”) of the respective product, and

c) the copper account shows a credit balance on the Delivery Day of the respective product and at least
on the working day preceding the Delivery Day, which credit balance covers the entire amount of copper
that Aurubis delivers to the customer on the Delivery Day.

12. Claims

12.1. Buyer shall examine the Material for deviations in both quality and quantity immediately upon receipt at
the destination given in the Agreement and shall give notice to Seller of any such deviation, if any, in
writing

(i) within twenty (20) days after receipt of the Material at the destination given in the Agreement for
deviations in quantity and apparent deviations in quality or
 (ii) within thirty days after receipt of the Material at the destination for any other deviation in quality.

A deviation in quantity shall only give rise to a claim if the weight determined by Buyer differs by more
than 0.2% from the quantity specified in the Agreement or the bill of lading.

12.2. Buyer shall provide full particulars of any such claim and any relevant documentation within 15 days after
the date of the notice given under clause 12.1. If the claim is wholly or partly based on deviations in
quantity, Buyer must, within the same period, provide to Seller full details of weighing protocols and an
explanation of the calibration of the weighing facility used.

12.3. If Buyer fails to comply with clauses 12.1. and 12.2., the delivered Material shall be deemed to meet the
agreed upon specifications and quantity, and Buyer shall not be entitled to make any claim.

12.4. If, however, Buyer complies with clauses 12.1. and 12.2., Seller shall be entitled to request inspection,
sampling, assaying and/or re-weighing of the relevant Material carried out by a sworn surveyor, who will
be selected jointly by both Parties Said surveyor’s findings shall be binding for the Parties and surveyor’s
costs shall be borne by the Party whose claim has been disproved. If the surveyor reports that the
Material is defective in quality or quantity, the Parties shall try to agree on the measures required for the
remedy of such deviation in quality or quantity. If the Parties do not reach an agreement on the remedy
measure within a reasonable time after either Party receives the surveyor’s report, Seller shall, at its own
option, replace without charge or credit the price paid for any defective Material which Buyer has
returned to Seller.

12.5. Seller may refuse to accept any Material that is returned without its prior written consent, even if such
Material is returned undamaged and with all legally required documents.

12.6. Any Material for which a claim has been reported to Seller shall be segregated completely and shall not
be released for transportation and/or processing until the claim is resolved. Seller may reject any claim
where the relevant Material has been moved and/or consumed without Seller’s prior written consent.

13. Limitation of Liability

13.1. Except as otherwise provided herein or in the Agreement, no Party shall be liable to the other Party in its
performance of or failure to perform the Agreement, whether in contract, tort or otherwise, for any indirect
or consequential loss or damage of any nature whatsoever including but not limited to business
interruption, loss of production, loss of revenue, loss of profit, loss of use of any equipment, loss of
contract, loss of business opportunity and loss of good-will. Each Party hereby irrevocably waives any
right to recover punitive, exemplary or similar damages with respect to any dispute, controversy or claim
arising out of or in connection with the Agreement.

13.2. No warranties are made by Seller other than that the Material conforms to the specifications as to quality
and quantity agreed upon in the Agreement within any tolerance stated therein. Any warranties,
conditions or other terms implied by law, custom or statute, whether as to merchantability, quality or
fitness for a particular purpose of the Material, or otherwise, are excluded.

13.3. Either Party can assert a claim for damages instead of performance only after having granted the other
Party an appropriate grace period for the performance of its obligations .

13.4. The limitations of liability and exclusion of warranties as set out in the Agreement shall be to the
maximum extent permitted by applicable law. Nothing in the Agreement purports to limit liability for fraud,
wilful misconduct, death or personal injury.

14. Force Majeure

14.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under the
Agreement (other than obligations which have accrued prior to Force Majeure or failure to make any
payment due or which becomes due) to the extent that and for as long as (i) such failure or delay is
caused by an Act of God or any other reason which is beyond the control of the affected Party, (ii)
prevents or hinders or delays such Party from performing its obligations under the Agreement, and (iii) by
the exercise of due diligence, such Party is unable to overcome or avoid or cause to be avoided (herein
referred to as Force Majeure), such as acts of the public enemy, wars, sabotage, insurrections, riots,
vandalism, strikes, lockouts, labour disputes or other industrial disturbances, blockages, fires, explosions,
vapour releases, floods, lightning, wind or other natural disasters, actions of governmental authority, national
or international trade sanctions, accidents or failure of equipment or machinery, inability to obtain or maintain
any easement or right-of-way, allocation or failure of normal sources of supply of materials, transportation,
energy or utilities, or other causes of a similar nature.
14.2. Should a Force Majeure event occur, the Party whose performance is prevented, hindered or delayed by
such Force Majeure event (the Affected Party) shall, as soon as reasonably practical, however no later
than ten (10) business days from becoming aware of the occurrence of the Force Majeure event, notify
the other Party in writing of the nature, extent, probable duration and the express cause of such
prevention from, suspension of or delay in its performance. The Affected Party shall use its due diligence
to resume full performance of its obligations at the earliest practical date and shall notify the other Party
in writing as soon as the condition of Force Majeure has ended.

14.3. If a Force Majeure condition which wholly prevents or delays performance of any of either Party’s
obligations under the Agreement continues for more than sixty (60) days, then either Party may initiate a
negotiation process to determine further action acceptable to both Parties. If such process of
negotiations fails to result in an Agreement, and Force Majeure persists, then either Party may by written
notice to the other Party terminate this Agreement.

14.4. To avoid doubt, nothing contained in this section 14. will be interpreted as requiring either Party to settle
labour disruptions.

15. Confidentiality

All information contained in or related to the Agreement or obtained in performing the Agreement shall be
strictly confidential, and neither Seller nor Buyer shall disclose such information to any third party without
prior written consent of the other Party, except as may be ordered by a court of competent jurisdiction or
as required by applicable laws or as contemplated by the Agreement.

16. Anti-Corruption

16.1 Each Party shall ensure that, in connection to this Agreement, neither the respective Party itself, nor any
of its directors, officers, employees and agents shall offer, give or agree to give to any person or accept
or agree to accept from any person (whether for itself or on behalf of another person and either directly
or indirectly) any gift, payment, donation or finder’s fee, consideration or benefit of any kind, which
constitutes an illegal or corrupt practice under the applicable laws and regulations („Anti-Corruption-
Obligation“). Moreover, no Party shall pay or offer or agree to pay any political contribution or donation in
respect of any business for which it provides goods or services to the other Party. Each Party shall
refrain from any behaviour, allowance, donation etc. that could under any law or regulation, including but
not limited to US and UK anticorruption legislation, be seen or interpreted as an act of bribery.

16.2 Each Party shall at all times strictly comply with the Anti-Corruption-Obligation; and monitor its directors,
officers, employees and agents to ensure their compliance with the Anti-Corruption-Obligation. At the
other Party’s request, each Party shall be obliged to take necessary actions, at its own cost and
expense, against any of the aforesaid persons who acts in breach of the Anti-Corruption-Obligation.

16.3 Aurubis’s contract partner has read and understood the Aurubis Business Partner Code of Conduct
("Code of Conduct"), which is available for download at
www.aurubis.com/en/responsibility/economy/overview-supply-chain. The contract partner undertakes to
comply with the principles contained in the Code of Conduct in the context of its business relationship
with us, in particular when fulfilling the contract.

17. Entire Agreement, Amendments

The Agreement is the entire agreement between the Parties in relation to the matters described.
Amendments to the Agreement, including this clause 17., must be made in writing in order to be valid.

18. Assignment

Neither Party may assign, in whole or in part, this Agreement or any other rights or obligations
hereunder, without the prior written consent of the other Party, whose consent may be withheld,
conditioned and/or delayed in such other Party’s sole discretion, but not unreasonably. Any attempted
assignment in violation of this clause shall be void.

19. Waiver

No provision of the Agreement, including this clause, may be waived except in writing and signed by the
Party against whom such waiver is sought to be enforced. Any Party’s failure to insist upon strict
compliance with the provisions of the Agreement will in no event constitute a waiver by such Party of any
right or privilege under the Agreement.
20. Governing Law, Severability

20.1. The Agreement shall exclusively be governed by and construed in accordance with the substantive laws
of Germany, that means without regard to principles of conflicts of laws. The UN Convention on
Contracts for the International Sale of Goods (CISG) shall not apply.

20.2. If any of the provisions of the Agreement is found to be unlawful, invalid or unenforceable, such provision
shall be severed from the Agreement, but the remaining provisions shall remain in force and effect.

21. Arbitration

21.1. Any dispute or controversy relating to or arising out of or in connection with the Agreement, including
without limitation any question regarding its existence, validity and termination, (“Dispute”), shall
ultimately be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the
Swiss Chambers’ Arbitration Institution (Swiss Rules).

21.2. The place of arbitration shall be Zurich, Switzerland. The arbitration shall be conducted in the English
language.

21.3. If the amount in Dispute (exclusive of interest and cost) is US$ 1 million or more, or unknown, or if other
form of relief is sought, then the arbitration shall be conducted by three (3) arbitrators, one of whom shall
be appointed by Buyer, one by Seller, and the third by the two (2) so appointed. If Buyer and/or Seller
fail(s) to choose an arbitrator within the time deadline established by the Court (as defined under the
Swiss Rules) under the Swiss Rules, or if the two (2) arbitrators selected fail to agree upon the third
arbitrator within fourteen (14) days after their appointment has been confirmed by the Court, the Court
shall, upon request of either Party, appoint the arbitrator(s) required to complete the tribunal.

21.4 For all other Disputes, the arbitration shall be conducted by one arbitrator appointed by the mutual
agreement of the Parties. If the Parties fail to choose the arbitrator within the time deadline established
by the Swiss Rules, the Court shall, upon request of either Party, appoint the arbitrator.

22. Term, Termination

22.1. Unless terminated earlier, the Agreement shall terminate upon expiration of the term given in the
Agreement.

22.2. Apart from any other cause for termination elsewhere provided herein or in law, the Agreement may be
terminated in accordance with the following provisions:

22.2.1. In the event of mutual agreement of the Parties in writing to terminate the Agreement.

22.2.2. Either Party may terminate the Agreement if the other Party (defaulting Party) is in breach of any
of its obligations under the Agreement and does not remedy such breach within a period of 30 days after
receiving written notice of such default by the non-defaulting Party in sufficient detail to enable the
defaulting Party to resolve the same. In such event, the non-defaulting Party shall have the option to
terminate the Agreement by giving written notice to the defaulting Party.

22.2.3. Should any one of the following events occur, either Party may terminate this Agreement
forthwith, in whole or in part, by notifying the other Party in writing:

(i) insolvency, bankruptcy, liquidation or dissolution of the other Party,

(ii) initiation of any proceeding against the other Party under the provision of any insolvency or
bankruptcy law or any law for relief of debtors,

(iii) appointment of a trustee, receiver or liquidator over any one of the other Party’s assets or
property,

(iv) issuance of an order for the attachment of the other Party’s assets or property or

(v) general assignment by the other Party for the benefit of its creditors.