The contract is the last line of defence in procurement risk. Because mineral products — phosphate rock especially — involve grade fluctuation and moisture weight deductions, their contract terms need more care than ordinary goods. Copying a standard sales contract across almost guarantees a loss at settlement. This article sets out a core clause checklist, mineral-specific clauses and an RFQ field template you can apply directly, so the risk is written into the paperwork.
⚠️ Compliance note: this template is a general reference framework, intended only to structure the procurement process and flag key clauses. It does not constitute legal advice. Before signing formally, have it reviewed and adapted by your legal team or a lawyer in light of the Civil Code and the specific transaction.
1. The 14 Core Clauses of a Mineral Purchase Contract
Following the general structure of industrial and mineral product sales contracts (diyifanwen templates; lawtime; 66law lawyer-curated templates, 2026), a complete mineral purchase contract should cover at least:
1. Product name, specification, quantity, amount and delivery time
2. Quality requirements and technical standards
3. Period for which the supplier is responsible for quality
4. Delivery or collection method
5. Transport method and allocation of costs
6. Reasonable loss allowance and calculation method
7. Packaging standards and return of packaging materials
8. Acceptance standards and methods, and the deadline for raising objections
9. Quantity of spare parts, accessories and tools supplied with the goods
10. Settlement method and terms
11. Guarantee clauses (if required)
12. Liability for breach of contract
13. Dispute resolution (negotiation/mediation/arbitration/litigation)
14. Other agreed matters
These 14 clauses are enough for ordinary goods, but phosphate rock and calcium carbonate also need the mineral-specific clauses below on top.
2. Phosphate Rock Contract: Special Clauses (Must-Have)
Phosphate rock is priced against grade, and any of the following left vague will cause a dispute at settlement:
- Grade benchmark and pricing: state the P₂O₅ benchmark grade and the coefficients for increasing the price as phosphorus rises and cutting it as phosphorus falls. For example, “with P₂O₅ = 27% as the benchmark, the unit price moves ±RMB 3–4/t for every 0.1% change”; see the actual bidding rules used by Jinchuan (benchmark 27%), Kailin (benchmark 28%) and Jingu (benchmark 32%) (Tianfu Sunshine Procurement, July 2026; Mysteel, April 2026). Anchor the settlement benchmark price to the prevailing market — for instance, Hubei 30% ex-wharf price at about RMB 1,050/t in August 2026 (Longzhong Information/Mysteel, August 2026) — rather than signing against an outdated quote.
- Moisture weight deduction: agree a moisture ceiling (commonly 5%), with any excess deducted from the total weight and not paid for.
- Impurity rejection thresholds: set hard red lines above which SiO₂, MgO, Fe₂O₃ and similar trigger rejection.
- Quality objections and arbitration: agree that both parties take samples jointly and seal an arbitration sample; where the grade deviation exceeds 0.5%, refer the matter to a qualified institution for arbitration, with the party whose result is departed from bearing the cost (following the approach of the lawtime copper concentrate template).
- Payment terms: phosphate rock is mostly payment before delivery or prepayment; state the split between wire transfer and bank acceptance bills and the deadline for funds to clear.
- Delivery and schedule: specify delivery onto the truck at origin versus delivered to plant, the supply cycle and the penalty for delay.
3. Calcium Carbonate Contract: Special Clauses
- Specification indicators: CaCO₃ content, whiteness, fineness (D97/mesh), oil absorption value and moisture.
- Surface treatment requirements (activated grades): type of treatment agent (stearic acid or coupling agent) and the coating ratio.
- Impurity and heavy metal limits: food and pharmaceutical grades must state the limit standards and the compliance qualifications.
4. RFQ Field Template
Send the fields below to suppliers and you get comparable quotes in one pass, instead of trading messages back and forth:
| Field | Description |
|---|---|
| Material name and specification | For phosphate rock, state the P₂O₅ benchmark grade; for calcium carbonate, state mesh, whiteness and whether it is activated |
| Estimated volume and delivery date | Monthly or per-lot volume, collection cycle |
| Delivery point | Ex-works collection or a single delivered-to-plant price |
| Price basis | Ex-works or delivered, stating the tax-inclusive rate (9%/13%) |
| Quality indicators and penalty rules | Benchmark grade, grade adjustment coefficients, moisture deduction, rejection thresholds |
| Payment terms | Prepayment percentage, wire transfer or bank acceptance, credit period |
| Quote validity period | Avoids prices changing at any time |
| Qualification requirements | Mining licence or business licence, test reports, past case references |
Key reminder: the price basis must be consistent (an ex-works price and a delivered price cannot be compared directly), otherwise the comparison is meaningless.
5. Copy-and-Adapt Clause Placeholders
Product name: phosphate rock / calcium carbonate
Specification: P2O5 ≥ ___% (benchmark ___%) / CaCO3 ≥ ___%, whiteness ≥ ___%, D97 ≤ ___μm
Quantity: ___ t Delivery date: on or before ___
Price: benchmark price ___ RMB/t; unit price ±___ RMB/t for every 0.1% change in P2O5
Moisture: ≤ ___%; any excess is deducted from weight and not paid for
Impurity rejection: SiO2 > ___% / MgO > ___% rejects the whole lot
Acceptance: joint sampling by both parties within ___ working days of arrival; deviations above 0.5% go to arbitration
Settlement: ___% prepaid, balance paid within ___ days of arrival, tax rate ___%
Breach: ___% of total contract value per day of delayFAQ
Q1: How does a mineral purchase contract differ from an ordinary sales contract?
It adds grade-based pricing, moisture weight deductions, impurity rejection thresholds and quality arbitration clauses — the settlement risks specific to mineral products.
Q2: Why does an RFQ need a “price basis” field?
An ex-works price excludes freight, while a delivered price includes freight and transfer of risk. Comparing different bases directly produces seriously distorted results.
Q3: How long should the quality objection period be?
Three to seven working days after arrival for ordinary goods. For high-value minerals you can agree re-inspection and retention of an arbitration sample, and extend the period accordingly.
Conclusion
The key to avoiding trouble in mineral procurement is to write grade-based pricing, moisture weight deductions, rejection thresholds and quality arbitration into the contract, and to use a structured RFQ to obtain comparable quotes. Treat the clause list and templates here as a starting point, run them past legal review, and most settlement risk is blocked before you sign.