Buyer Aurac Recycling

Registered address: Montana Str. 26, 2303 Pernik, Bulgaria

UIC (BULSTAT): 206929533 (“Aurac” or “Buyer”).

Counterparty: The addressee of a Buyer purchase order (“Seller”).

Materials: Metal-bearing scrap and recyclable raw materials, residues and by-products (the “Materials”).

1. Scope; Acceptance; Entire Agreement

1.1. These Terms and Conditions (the “Terms”) govern every purchase of Materials by Aurac from Seller pursuant to any contract signed by the parties (a “Contract”) and/or any purchase order, order acknowledgement, scheduling agreement, or similar instrument issued by Aurac (an “Order”).

1.2. These Terms, together with the face of the applicable Contract/Order, form the entire agreement and prevail over any Seller terms, whether contained in quotations, confirmations, invoices or otherwise. Any additional or different terms proposed by Seller are rejected and shall be of no effect unless expressly accepted by Aurac in a written instrument signed by an authorized signatory.

1.3. Seller accepts these Terms by (a) written acceptance of an Order; (b) commencing work, shipment or performance under an Order; or (c) any conduct recognizing a contract concerning the Order’s subject matter.

1.4. These Terms apply to all future Orders between the parties, even if not expressly referenced each time.

2. Contract/Order Confirmation

2.1. Orders issued by Aurac are binding whether or not countersigned by Seller. For documentary and regulatory purposes Seller shall return a signed Order acknowledgement within fourteen (14) days of receipt.

3. Trade Compliance; Customs and Documentation

3.1. Seller shall perform all export formalities and ensure accurate classification under applicable customs tariff schedules.

3.2. Seller shall provide all documents required for import and compliance at destination, which may include: commercial invoice, transport documents (e.g., sea waybill/Bill of Lading), packing list, certificates of origin or preference (if applicable), and any declarations required for waste shipments or transboundary movements (if applicable).

3.3. At Aurac’s request, Seller shall provide an analysis report in the form designated by Aurac at least five (5) days prior to shipment.

4. Hazardous Substances; Dangerous Goods; Environmental Compliance

4.1. Seller shall comply with all applicable laws, rules, and regulations concerning restricted, toxic or hazardous substances, including but not limited to REACH/CLP (EU), GHS, ADR/IMDG for transport, and any equivalent national regimes where shipment occurs or the Materials are delivered.

4.2. No Hazardous Waste. Seller warrants it will not tender Materials regulated as hazardous waste or otherwise unsuitable for safe handling, transport or re-melting. Where U.S. law applies, Seller specifically warrants compliance with, and exemption from, the Resource Conservation and Recovery Act (RCRA); where other jurisdictions apply, Seller warrants compliance with equivalent laws.

4.3. Dangerous goods must be correctly classified, packed, labeled and documented. Seller is liable for all costs, losses and penalties arising from misdeclaration.

5. Radioactivity; Harmful Components and Impurities

5.1. Seller represents and warrants that Materials are non-radioactive.

5.2. Unless expressly agreed otherwise in writing, the Materials shall be free of harmful components/impurities, including without limitation oil, chlorine, mercury, PCBs, arsenic, bismuth, beryllium, cadmium, antimony, asbestos and other toxic substances.

5.3. Seller ensures identical compliance for upstream sources.

5.4. If radioactivity or harmful components/impurities are detected, Aurac may reject delivery, deny entry to site, and/or store or process Materials as required by law at Seller’s risk and cost. Seller shall retrieve non-conforming Materials within five (5) working days of notice, failing which separate storage is not guaranteed. Seller shall reimburse all resulting costs, damages and third-party claims.

6. Notifications; Pre-Advice; Documentation on Delivery

6.1. All documents must reference Aurac’s Contract/Order and any reference numbers; a detailed packing list is mandatory.

6.2. Safety Data Sheets must be provided on request and before any first delivery for a given Material stream.

6.3. Advanced shipping notice: (a) Road deliveries: Seller must book a time slot with the receiving plant; deliveries without confirmed slots may be rejected. (b) Sea deliveries: Seller shall notify vessel departure and estimated arrival no later than the next working day after departure and forward all documents within five (5) working days after departure (or, if transit <10 days, within one (1) day after departure).

6.4. Aurac may reject deliveries with missing/incorrect documents or mismatched pre-advice details.

7. Transport; Packaging; Load Securing; Unloading

7.1. Unless otherwise agreed, only one quality per truck/container. If multiple qualities are approved, they must be physically separated, clearly marked, and match the packing list so they can be unloaded separately.

7.2. Materials shall be packaged in accordance with contract specifications, law, and good industry practice. Unless agreed in advance, plastic packaging (e.g., plastic pallets, drums, boxes) is not accepted. Wood packaging for international shipments must comply with ISPM 15.

7.3. Loads must be safely stowed and secured. Open carriers (tippers, open wagons) must be covered with tarpaulins.

7.4. Seller shall arrange reasonable free time for demurrage/detention and free storage at the port of destination. Electronic sea waybills shall be used where possible.

7.5. Aurac is not responsible for charges (taxes, crating, packing, insurance, freight, loading/unloading, etc.) unless expressly agreed and itemized.

8. Place and Time of Delivery; Delay

8.1. Delivery shall be made to the address and within the times stated in the Order. Time is of the essence.

8.2. Any actual or expected delay (including partial deliveries) must be notified immediately with reasons and duration.

8.3. If Seller fails to deliver on time, Aurac may, without prejudice to other remedies, terminate the Order in whole or part for material breach, unwind/adjust any LME/LBMA price fixings as necessary, and claim damages.

9. Taxes, Duties and Price; Market References

9.1. Unless otherwise stated in the Order, prices are inclusive of packaging, transport, customs, duties, tariffs and applicable taxes. No surcharge or increase is effective without Aurac’s prior written consent.

9.2. Invoices inconsistent with law or these Terms may be returned.

9.3. If market references (e.g., LME, CME, LBMA, LPPM) or currency conversion practices materially change, Aurac may determine a substitute reference that best approximates the parties’ original economic intent. Price fixings will not be accepted on national/regional/exchange holidays.6. Notifications; Pre-Advice; Documentation on Delivery

6.1. All documents must reference Aurac’s Contract/Order and any reference numbers; a detailed packing list is mandatory.

6.2. Safety Data Sheets must be provided on request and before any first delivery for a given Material stream.

6.3. Advanced shipping notice: (a) Road deliveries: Seller must book a time slot with the receiving plant; deliveries without confirmed slots may be rejected. (b) Sea deliveries: Seller shall notify vessel departure and estimated arrival no later than the next working day after departure and forward all documents within five (5) working days after departure (or, if transit <10 days, within one (1) day after departure).

6.4. Aurac may reject deliveries with missing/incorrect documents or mismatched pre-advice details.

10. Insurance

10.1. Where contractually agreed (e.g., CIF deliveries), Seller shall procure cargo insurance on terms customary for the trade (including war, strikes, riots and civil commotion) for at least 110% of provisional value, subject to final adjustment, with reputable insurers, and provide the insurance certificate prior to vessel arrival.

11. Incoterms® 2020; Transfer of Risk and Title

11.1. Risk passes according to the Incoterms® 2020 rule stated in the Contract/Order; absent agreement, risk passes on acceptance at Aurac’s receiving plant.

11.2. Title to Materials mixes upon processing at Aurac facilities. Any reservation of title by Seller expires at the latest upon Aurac’s acceptance at the receiving plant. Aurac may refuse transfer of title for late deliveries.

12. Volumes; Quality; Changes; Termination

12.1. Excess, short or partial deliveries are not permitted unless agreed.

12.2. Materials must strictly conform to contractual specifications and quality requirements.

12.3. Change Orders. Aurac may change delivery date or location by written notice. Equitable adjustments to schedule/price (if any) must be claimed by Seller within ten (10) days of notice.

12.4. Termination for Convenience. Aurac may terminate an Order in whole or part at any time by written notice. Seller shall mitigate losses. Aurac shall pay only for (a) Materials shipped and accepted; (b) actual, properly allocable costs (excluding items returnable/reusable/resaleable); and (c) reasonable profit on work performed prior to notice, capped at the Order price for the terminated Materials.

12.5. Termination for Default. Grounds include, without limitation: insolvency/bankruptcy; failure to follow Aurac instructions/Change Orders; breach of these Terms; non-conforming Materials; missed delivery schedules; false representations. After a ten (10) day cure period (if applicable), Aurac may terminate, refuse further deliveries, return Materials at Seller’s expense and recover payments and advances.

13. Weighing, Estimation, Sampling and Moisture Determination

13.1. Upon receipt Aurac will determine whether value determination is by estimation or sampling (lots may be created for sampling). Weighing, estimation/sampling and moisture determination will follow customary industry practice at the receiving plant and shall be solely decisive for final settlement. Estimation. Aurac will notify results in writing/email. If Seller disagrees, it must notify Aurac within two (2) working days, including Seller’s own estimate. Failing timely disagreement, Aurac may process the Material and its estimate governs. If timely disputed, Seller shall elect within five (5) working days to (a) collect the Material at its risk/cost; (b) request sampling in trust by Aurac; or (c) request full sampling. Costs of sampling/analyses are borne by the party whose result deviates furthest from the final governing result. Sampling. Raw sampling completion entitles Aurac to process the Material. Seller may, at its cost, be represented by an Aurac-approved independent representative (nomination deadlines apply). Seller receives two (2) samples per sampling lot free; additional samples may incur fees. Moisture. Moisture is determined for estimation and sampling and shown as weight and/or percentage.

14. Exchange of Assays; Umpire Procedure

14.1. Seller and Aurac shall conduct independent assays and exchange results simultaneously on a mutually agreed date. If differences are within agreed splitting limits, the exact average is binding.

14.2. If differences exceed splitting limits or none are agreed, the sealed reference sample will be sent to an independent umpire specified in the Contract (or selected by Aurac if none is specified).

14.3. The final assay for settlement is determined by standard umpire rules (mean with nearest party; middle of three if outside both; tie-breakers as applicable). The party whose assay is furthest from the umpire pays the umpire’s fees (shared equally if the umpire result is exactly the mean). The umpire cannot act for either party in preparing their own assays.

15. Seller Warranties

15.1. Seller warrants that all Materials: (i) strictly conform to specifications and Order requirements; (ii) are not contaminated beyond any expressly stated levels; (iii) are free and clear of all liens, security interests and encumbrances; (iv) are supplied and delivered in full compliance with law; and (v) do not infringe third-party IP. Any services are performed in a workmanlike manner to industry standards.

15.2. Warranties survive delivery, inspection, acceptance and payment. Upon demand, Seller shall promptly remedy or reimburse all costs of remedy/replacement and associated delays, including return, shredding or disposal costs for defective Materials.

16. Indemnity

16.1. Seller shall indemnify, defend and hold harmless Aurac and its directors, officers, employees, agents and customers from all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable legal fees and enforcement costs) arising out of or related to the Materials, Seller’s breach, negligence or willful misconduct.

17. Set-Off; Assignment; Subcontracting

17.1. Aurac may set off any amounts owed by Seller against amounts payable to Seller. Seller may set off or retain only for undisputed or finally adjudicated counterclaims.

17.2. Seller shall not assign, delegate or subcontract any rights or obligations without Aurac’s prior written consent; any unauthorized attempt is void.

18. Confidentiality and Data/Information Use

18.1. Seller shall keep confidential and not use or disclose any non-public information received from Aurac (including pricing, volumes, specifications, drawings, plant rules), except as necessary to perform an Order. Upon completion/termination or on request, Seller shall return or destroy such information.

19. Force Majeure

19.1. A party is excused to the extent performance is prevented by events beyond reasonable control (e.g., fire, flood, earthquake, war, terrorism, insurrection, governmental action, labor disputes, epidemics/pandemics, shortage of utilities, lack of freight). Performance is suspended for the duration of the event after notice describing the cause.

19.2. Deliveries to Aurac’s plant during force majeure require express approval. If force majeure exceeds three (3) months, Seller may rescind undelivered volumes. Any extension of time is Seller’s sole remedy for delay due to force majeure.

20. Plant Access; HSE Requirements

20.1. All Seller personnel must comply with Aurac plant rules, site induction, access controls and personal protective equipment requirements. Visits occur at Seller’s own risk. Seller is responsible for safety of its personnel and contractors and for removal of waste/residuals after work. Seller is liable for damages caused by its personnel/contractors.

21. Compliance and Sustainability

21.1. Sanctions/Trade Controls. Seller warrants Materials are produced, sourced and exported in compliance with all applicable laws and sanctions (e.g., EU, UK, U.S.) and with the laws of country of origin and transit.

21.2. Anti-Bribery/Anti-Corruption. Seller shall comply with applicable anti-corruption laws and refrain from any unlawful payment or benefit. Seller shall promptly notify Aurac of any circumstances that could constitute a violation.

21.3. Responsible Sourcing/Conflict Minerals. Seller shall implement OECD-aligned due diligence and ensure that 3TG and other conflict-affected and high-risk minerals supplied to Aurac do not directly or indirectly finance or benefit armed groups (including compliance with EU Regulation 2017/821, where applicable).

21.4. Human Rights and Labour. Seller is expected to uphold the principles of the UN Global Compact and core ILO standards (including prohibition of child/forced labor and discrimination; fair remuneration; health, safety and environmental protection).

21.5. Supplier Code of Conduct. Seller acknowledges Aurac’s Business Partner/Supplier Code of Conduct (as provided or made available by Aurac) and shall comply with it and cascade equivalent standards to its own supply chain.

21.6. Non-compliance with this Clause 21 is a material breach entitling Aurac to terminate and seek indemnity.

22. Data Protection (if and as applicable)

22.1. Where Seller processes personal data on behalf of Aurac, Seller shall comply with applicable data protection laws (including GDPR where applicable), process data only on documented instructions from Aurac, implement appropriate technical and organizational measures, and ensure confidentiality by bound personnel. On request the parties shall execute a data processing agreement.

23. Conversion Factors

23.1. 1 metric ton (mt) = 1,000 kilograms (kg)

1 kilogram = 2.20462 pounds (lbs)

1 troy ounce = 0.0311035 kg

24. Miscellaneous

24.1. Severability. Invalidity of any provision does not affect the remainder.

24.2. No Waiver. No failure or delay to exercise any right operates as a waiver. Rights and remedies are cumulative.

24.3. Amendments. No amendment or waiver is effective unless in a written instrument signed by authorized representatives (change notices under Clause 12.3 excepted).

24.4. Status of Parties. The parties are independent contractors. No agency, partnership, joint venture or fiduciary relationship is created, and no third-party beneficiaries are intended.

25. Governing Law; Dispute Resolution; CISG

25.1. Governing Law. These Terms, the Contract and any Order shall be governed by the laws of Bulgaria, excluding conflict-of-laws rules that would refer to another system. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

25.2. Court Jurisdiction. The courts of Sofia shall have exclusive jurisdiction; Seller waives objections to venue and forum.

Signature/Acceptance

These Terms are incorporated by reference in all Aurac Orders. Seller’s acceptance of an Order or delivery of Materials constitutes acceptance of these Terms.