Common use of Assays Clause in Contracts

Assays. (a) From the samples taken from each lot in accordance with Clause 14, the assays of metal and other materials contents shall be determined independently by Dowa and Seller or their respective nominees in accordance with international practice. (b) Within 45 calendar days after completion of sampling at the smelter, Dowa and Seller shall notify each other that they are ready to exchange the results of their respective assays. The initiative to notify should be taken by either party immediately when its results are available. (c) The assay results on the laboratory Certificate of Analysis shall then be exchanged between Dowa and Seller by email, registered crossing mail or as otherwise agreed. (d) Should the difference between Dowa’s and Seller’s results for a lot be not more than: Zn % [***] Ag g [***] Fe % [***] As % [***] F ppm [***] the exact mean of the 2 results shall be taken as the agreed assay and shall govern for all purpose herein. If the difference between Dowa’s and Seller’s assay results for a lot is greater than the aforesaid limits, unless Dowa and Seller agree to average the said difference (in which event that assay shall be conclusive in respect of the relevant lot), the samples of material taken from the relative lot for Umpire analysis in accordance with Clause 14, shall be sent for Umpire analysis to: SGS Netherland B.V. Malledjik 18 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or The ▇▇▇▇ ▇▇▇▇▇▇ Laboratory (Formerly, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ International Ltd.) Pegasus House Kings Business Park Prescot, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ International Corporation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acting in rotation, or any mutually acceptable laboratory(ies). (e) Should the umpire assay fall between the results of the two parties, the arithmetical mean of the umpire assay and the assay of the party whose results are nearer to the umpire’s shall be taken for final settlement. Should the umpire assay fall outside the exchanged results, the middle of the 3 (three) results shall be final. If the umpire assay coincides with the result of either of the two parties or is the exact mean of the exchanged result, the umpire assay shall be final. The cost of the umpire assay shall be borne by the party whose result is farther from the umpire result. The cost of the umpire assay shall be borne equally by both parties when the umpire assay is the exact mean of the exchanged results.

Assays. (a) From the samples taken from each lot in accordance with Clause 14, the assays of metal and other materials contents shall be determined independently by Dowa ▇▇▇▇▇ and Seller or their respective nominees in accordance with international practice. (b) Within 45 calendar days after completion of sampling at the smelter, Dowa Buyer and Seller shall notify each other that they are ready to exchange the results of their respective assays. The initiative to notify should be taken by either party immediately when its results are available. (c) The assay results on the laboratory Certificate of Analysis shall then be exchanged between Dowa Buyer and Seller by email, registered crossing mail or as otherwise agreed. (d) Should the difference between Dowa▇▇▇▇▇’s and Seller’s results for a lot be not more than: Zn % [***] 0.5 Ag g [***] 15 Fe % [***] 0.5 As % [***] 0.05 F ppm [***] 50 the exact mean of the 2 two (2) results shall be taken as the agreed assay and shall govern for all purpose herein. If the difference between Dowa▇▇▇▇▇’s and Seller▇▇▇▇▇▇’s assay results for a lot is greater than the aforesaid limits, unless Dowa Buyer and Seller agree to average the said difference (in which event that assay shall be conclusive in respect of the relevant lot), the samples of material taken from the relative lot for Umpire analysis in accordance with Clause 14, shall be sent for Umpire analysis to: SGS Netherland B.V. Malledjik 18 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Postbus 200 3200 AE Spijkenissse The Netherlands or The ▇▇▇▇ ▇▇▇▇▇▇ Laboratory (Formerly, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ International Ltd.) Pegasus House Kings Business Park Prescot▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ United Kingdom or ▇▇▇▇ ▇▇▇▇▇▇▇ International Corporation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇2b Sefton Park Aintree, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Liverpool L30 1RD United Kingdom acting in rotation, or any mutually acceptable laboratory(ies). (e) Should the umpire assay fall falls between the results of the two parties, the arithmetical mean of the umpire assay and the assay of the party whose results are nearer to the umpire’s shall be taken for final settlement. Should the umpire assay fall outside the exchanged results, the middle of the 3 three (three3) results shall be final. If the umpire assay coincides with the result of either of the two parties or is the exact mean of the exchanged result, the umpire assay shall be final. The cost of the umpire assay shall be borne by the party whose result is farther from the umpire result. The cost of the umpire assay shall be borne equally by both parties when the umpire assay is the exact mean of the exchanged results.