SUPPLY CONTRACT

Supply Agreement

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WITS BASIN PRECIOUS MINERALS INC | CHINA GLOBAL MINING RESOURCES LIMITED | Shaanxi Hua Ze Nickel and Cobalt Metals Co, Ltd

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Title: SUPPLY CONTRACT
Date: 4/4/2008
Industry: GLDSLV Sector: BASICM

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Exhibit 10.44

SUPPLY CONTRACT

CHINA GLOBAL MINING RESOURCES LIMITED

(PURCHASER)

SHAANXI HUA ZE NICKEL AND COBALT METALS CO., LTD.

(SUPPLIER)

SHAANXI XINGWANG IMPORT & EXPORT LIMITED.

(EXPORT AGENT)

DATED 15 JUNE 2007

Supplier		Shaanxi Hua Ze Nickel and Cobalt Metals Co., Ltd., a company organized and existing under the laws of the People’s Republic of China Address: 11/F, High-Tech Building, Eastern Zone, High-Tech Zone, Xi’an Municipality, Shaanxi Province, People’s Republic of China Telephone: (86) 29-8831 4062 Fax: (86) 29-8831 2501
Goods		The forty (40) metric tonnes of electrolytic nickel (>99%) as further specified in schedule 2
Price		As set out in schedule 4
Contract Effective Date		20 June 2007
Contract Expiry Date		20 December 2007, or such later date as agreed in writing by the parties
Contract Period		The period commencing on the Contract Effective Date and ending on the Contract Expiry Date
Invoice(s) to be sent to (see clause 8.1)		China Global Mining Resources Limited Attention: Robin Lee Address: Suite 3015, 30/F., One International Finance Centre, 1 Harbour View Street, Central, Hong Kong Fax: (852) 3101 9140

Delivery instructions for Goods (see clause 9.1)		Delivery Point(s): as specified in each Order. Delivery Date(s) – date(s) for delivery of Goods to Delivery Point as specified in each Order.
Liquidated damages (see clause 13.1)		Rate of liquidated damages per day: Zero point two percent (0.2%) of the Price of the delayed batch of Goods.
Warranty Period (see clause 15.3, 15.4)		The Warranty Period for each batch of Goods delivered shall be a period of one year commencing on the Delivery Date for that batch of Goods
Insurance Cover (See clause 16)		Comprehensive public and product liability insurance: See further clause 17
Specifications		Specifications are set out in schedule 3
Standards		Standards include those set out in schedule 5
Aggregate limit of liability		The Supplier’s liability is unlimited
Place of arbitration (see clause 21)		The Hong Kong Special Administrative Region
Person nominated by the Purchaser for receipt of notices and address /fax details (see clause 24)		Name, Title: Brandon Ho Address: Suite 3015, 30F., One International Finance Centre, 1 Harbour View Street, Central, Hong Kong Fax number: (852) 2504 3232
Person nominated by the Supplier for receipt of notices and address/fax details (see clause 25)		Name, title: Xi Wei, Vice President Address: 3/F, High Tech Building, Eastern Zone, High-Tech Zone, Xi’an Municipality, Shaanxi Province, People’s Republic of China Fax number: (86) 29-8831 2501
Export Agent		SHAANXI XINGWANG IMPORT & EXPROT LIMITED. Address: Mijiaqiao, No.52, Gaoxin road, High-Tech Zone, Xi’an Municipality, Shaanxi Province, People’s Republic of China Telephone: (86) 29-88317707 Bank Account No. 61001920900050050011750 Name of the Bank in Chinese: o Name of the Bank in English: China Construction Bank Corporation Xi’an Hi-tech Development Zone Sub-branch Swift Code: PCBCCNBJSXX

Governing law (see clause 29)		This Contract shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. See further clause 29.
Date of signing this Contract		15 June 2007

The parties agree to the supply and purchase of the Goods on the terms and conditions set out in this Contract.

Name:	Robin Lee	WITNESSED BY

Position:	For and on behalf of
	CHINA GLOBAL MINING RESOURCES LIMITED	Name:
	o

Signature:	/s/	Signature:	/s/
	For and on behalf of China Global Mining
	Resources Limited by its authorised
	representative


Name:	Wang Yinghu
Position:

Signature:	/s/
	For and on behalf of Shaanxi Hua Ze Nickel
	and Cobalt Metals Co., Ltd. by its authorised
	representative


Name:	Du Tianhe
Position:

Signature:	/s/
	For and on behalf of Shaanxi Xingwang
	Import & Export Limited

Affix company chop:

iii

SUPPLY CONTRACT

PREAMBLE

WHEREAS

The Supplier is a properly licensed and approved manufacturer of electrolytic nickel products located in Xi’an Municipality, Shaanxi Province, the People’s Republic of China;

The Supplier wishes to sell forty (40) metric tonnes of electrolytic nickel (>99%) to the Purchaser and the Purchaser wishes to buy forty (40) metric tonnes of electrolytic nickel (>99%) from the Supplier on the terms and conditions of this Contract;

NOW, THEREFORE

The parties have entered into this Contract to set forth the terms and conditions of the supply and purchase of the Goods.

GENERAL CONDITIONS

1. PRE-PAYMENT

1.1	The Supplier agrees to sell the Goods to the Purchaser and the Purchaser wishes to buy the Goods from the Supplier on the terms and conditions of this Contract.

1.2

Without prejudice to the Price to be paid by the Purchaser for the Goods hereunder the Purchaser, Since the Purchaser has deep faith in the credibility of the Supplier, the Purchaser shall pay to the Supplier the Prepayment of a the total amount of RMB 15,460,000 as payment in advance for the Goods to be supplied pursuant to the terms and conditions of this Contract.

2. SUPPLY OF GOODS

2.1	The Supplier must supply and deliver the Goods, and the Purchaser will accept delivery of the Goods in accordance with, and as specified in, this Contract.

2.2	The Supplier is entitled but is not required to place at any time an Order for the Goods during the Contract Period.

2.3	The Supplier is required to perform the Order in accordance with the details specified in the Order.

2.4

In order to implement this Contract, the Supplier may be required to engage an Import-Export Agent to export the Goods to the Purchaser. The Supplier shall ensure that the Import-Export Agent delivers the Goods in accordance with the provisions of this Contract and the Supplier shall be liable for the failure of the Import-Export Agent to deliver the Goods as required under this Contract.

3.	QUALITY AND DESCRIPTION

3.1	The Goods must comply with the Specifications, the Standards and the description of the Goods set out in this Contract and each Order.

3.2

The Goods supplied to fulfil the terms of this Contract may be manufactured by any third party Manufacturer provided that the Suppler notifies the Purchaser of it beforehand and further provided that the Goods manufactured by the third Party Manufacturer comply the with the Specifications, the Standards and the description of the Goods set out in this Contract and each Order.

3.3	Goods procured by the Supplier from a Manufacturer shall be subject to the same requirements with respect to the Goods specified in the Contract and the Supplier shall be liable for the compliance of the Goods with such requirements as if these Goods had been manufactured by itself.

3.4	If the Supplier gave the Purchaser a sample of the Goods before the Purchaser entered into this Contract, the quality of the Goods must, as a minimum, correspond with the sample unless otherwise specified by the Purchaser.

4.	INSPECTION AND INFORMATION

4.1	The Supplier must carry out all inspection and testing:

(a)

as required under this Contract, including the quality assurance to be carried out in accordance with the Specifications;

(b)

as required by law;

(c)

as reasonably requested by the Purchaser, and

4.2	The Supplier must provide to the Purchaser at its request and cost:

(a)

copies of all Technical Materials relating to the Goods;

(b)

a detailed program for the testing and delivery of the Goods; and

(c)

progress reports setting out in such detail as the Purchaser requires the status of testing and delivery of the Goods.

4.3	At reasonable times agreed by the Supplier beforehand, the Purchaser has the right to test, review, inspect, measure and examine the Goods and workmanship and:

(a)

check the progress of production and manufacture of the Goods;

(b)

check compliance of the Goods with this Contract; and

(c)

witness:

(i)

the manufacturing of the Goods; and

(ii)

any tests carried out in respect of the Goods,

at the Supplier’s premises and the premises of any Manufacturers.

4.4

The Supplier must ensure that the Purchaser is provided with access to the Supplier’s premises or the premises of a Manufacturer and that all facilities required for the Purchaser to test, review, inspect, measure, examine and witness the testing of the Goods and workmanship are made available to the Purchaser at reasonable times agreed by the Supplier beforehand.

4.5	The Supplier must give the Purchaser and the Representative of the Purchaser at least 10 days notice of the date upon which each of the following events will occur:

(a)

the carrying out of any performance tests prior to delivery of the Goods;

(b)

final inspection of the Goods prior to delivery of the Goods; and

(c)

delivery of the Goods.

4.6

If, as a result of any testing, review, inspection, measuring, examination or witnessing of testing, the Purchaser is not satisfied that the Goods will comply in all respects with this Contract, and the Purchaser informs the Supplier in writing of this dissatisfaction, the Supplier agrees to take such steps as are necessary to ensure the Supplier’s compliance with this Contract.

4.7

If the manufacture of the Goods is delayed as a direct result of the testing, review, inspection, examination or witnessing of testing by the Purchaser under clause 4.3, an extension of time to the Delivery Date(s) equal to the delay caused by the Purchaser will be granted by the Purchaser. This extension of time to the Delivery Date(s) will not apply where the delay is caused by any failure by the Supplier to comply with the terms and conditions of this Contract due to its own reason.

4.8	Any testing, review, inspection, examination or witnessing of testing that the Purchaser undertakes does not relieve the Supplier of the Supplier’s responsibilities under this Contract unless otherwise provided in this Contract.

4.9	The Supplier must ensure that the rights of the Purchaser set out in this clause 4 are included in any subcontract entered into by the Supplier in respect of the Goods (including subcontracts with the Manufacturer) to the extent as reasonable and permitted by applicable laws..

5.	PLANT AND EQUIPMENT

5.1	Unless otherwise provided in this Contract, the Supplier must supply, at the Supplier’s own expense, all labour, plant, equipment, tools, appliances or any other property and items the Supplier requires to comply with the Supplier’s obligations under this Contract.

6.	INVOICE

6.1

The Supplier must invoice the Purchaser upon receipt of the notice of acceptance of the Goods issued by the Purchaser under clause 10.4. Invoices must be in triplicate and signed by the Supplier. When submitting the invoice under this clause to the person identified in the Contract Details, the Supplier must provide the Purchaser with all relevant records to enable the Purchaser to verify the amount of the invoice and the invoice must be based on the rates and prices set out in schedule 4.

6.2	The Purchaser is responsible for the following costs:

(a)

any of the following applicable costs, except to the extent they are incurred as a result of the Supplier’s, or the Supplier’s designated shipper’s, action or inaction:

(i)

customs fees; and

(ii)

transportation charges,

within the Delivery Point directly related to the offloading of the Goods; and

(b)

All costs for transportation of the Goods from the Delivery Point to any other destination.

6.3	All costs incurred by the Supplier in complying with the Supplier’s obligations under this Contract shall be the responsibility of the Supplier including:

(a)

all charges, fees and other costs incurred in relation to the appointment of, and the services provided by, the Import-Export Agent;

(b)

all charges for packaging, packing, insurance, transportation (by ocean freight from the departure port to the destination port) ) and delivery of the Goods in accordance with this Contract;

(c)

all Taxes payable in the People’s Republic of China as required by applicable tax laws or regulations; and

(d)

the costs of all inspection and testing, including quality assurance (to be carried out in accordance with the Specifications) required by clause 4.

6.4	Subject to the Supplier’s compliance with clause 6.1 and subject to clause 6.5, the amount set out in the Supplier’s invoice submitted under clause 6.1 shall be deemed to have been offset against the Prepayment.

6.5	The amount set out in the Supplier’s invoice submitted under clause 6.1 may not be offset against the Prepayment in accordance with clause 8.2 where the Purchaser disputes the invoice in which case:

(a)

the undisputed part of the invoice (if any) may be offset against the Prepayment and the balance shall be pending resolution of the Dispute in accordance with clause 23;

(b)

if the resolution of the Dispute determines that the Purchaser is to pay the disputed amount, that amount may be offset against the Prepayment upon resolution of the dispute; or

(c)

if the resolution of the Dispute determines that the Supplier is to pay the disputed amount, that amount may not be offset against the Prepayment upon resolution of the dispute.

6.6

The applicable rate of interest of 130% of the six-month benchmark lending rate for commercial customers offered by the People’s Bank of China will be payable by the Purchaser in respect of any invoice rendered to the Purchaser by the Supplier under clause 6.1 or any other charges and expenses payable to Supplier by the Purchaser under this Contract which remain due and unpaid or have not been offset against the Prepayment.

7.	CONFIRMATION NOTICE

7.1	The Supplier should send the Purchaser a Confirmation Notice within two days of receipt of an Order issued by the Purchaser under clause 2.2.

7.2	The Confirmation Notice shall contain the following information:

(a)

date on which the Goods will be shipped;

(b)

expected Delivery Date;

(c)

batch number and detailed breakdown of the Goods being shipped; and

(d)

the total Price of the Goods to be delivered under the Price Confirmation Notice.

8.	TITLE AND RISK

8.1	Title to and risk in the Goods do not pass to the Purchaser until:

(a)

it takes delivery of the Goods; and