Introduction

Exporting raw minerals without a written agreement is like sailing without a compass. Disputes over delivery schedules, pricing, or payment terms can quickly derail your business. That’s why having a legally sound offtake agreement is not just a formality — it’s a strategic safeguard. In this article, you’ll get a downloadable offtake agreement template, along with practical guidance on how to use and customize it.

Who Should Use This Template + When to Use It

This template is ideal for:

• Exporters of raw minerals (e.g., iron ore, copper, lithium)
• Buyers or traders sourcing minerals from local producers
• Legal advisors or consultants in the mining and natural resources industry
• Joint venture partners in mining projects

Use it when:

• You’re preparing to formalize the terms of sale for a long-term mineral supply
• A buyer requests a legally binding agreement before funding or scheduling logistics
• You’re applying for financing that requires proof of supply commitments

What’s Inside the Template

The template is designed to cover the essential components of a cross-border mineral supply agreement:

1. Parties and Background

• Identifies the seller and buyer
• Includes brief context such as mine location or prior negotiations

2. Scope and Quantity

• Defines the type of mineral, delivery frequency, and total volume
• Allows flexibility for minimum and maximum quantities

3. Quality Specifications

• Sets clear thresholds for acceptable mineral composition
• Addresses how quality will be tested and reported

4. Pricing and Currency

• Outlines pricing mechanisms (fixed, index-based, or formula pricing)
• Specifies currency and any applicable taxes or duties

5. Delivery Terms

• Refers to INCOTERMS (e.g., FOB, CIF)
• Addresses transport responsibilities, timelines, and port of delivery

6. Payment Terms

• Includes advance payment, letters of credit, or deferred payment structures
• Sets deadlines and consequences for late payment

7. Title and Risk Transfer

• Specifies when legal ownership and risk shift from seller to buyer

8. Force Majeure and Delay

• Covers unforeseeable events like strikes, export bans, or natural disasters

9. Governing Law and Dispute Resolution

• States applicable law (e.g., UAE, English law)
• Includes arbitration or court jurisdiction clauses

 

Instructions:

• Fill in the parties’ names, commodity, and delivery terms.
• Edit payment and risk clauses to match your deal.
• Review quality specs with a technical consultant if needed.

Legal Disclaimer: This template is provided for general information only and does not constitute legal advice. Always consult a qualified lawyer before finalizing any legal document.

How to Customize It + Optional Add-ons

To adapt this template to your needs:

• Adjust Pricing Method: Replace fixed price with a dynamic formula tied to global indexes (e.g., LME).
• Add Penalty Clauses: Include clauses for short delivery or poor quality.
• Insert Export Compliance Clauses: If shipping from countries with regulatory controls (e.g., Nigeria, DRC), include export license obligations.
• Consider Adding:
  • NDA if trade terms are confidential
  • Non-circumvention clause for intermediaries
  • Inspection rights for the buyer before shipment

When to Get a Legal Review:

• If the agreement will be used with a government buyer
• If the value of the contract exceeds $500,000
• If the buyer requires amendments to key clauses

Closing Thoughts + Call-to-Action

A strong offtake agreement builds confidence between buyer and seller and can even support financing and investment discussions. With this template, you now have a reliable starting point to negotiate and close your mineral export deal.