Hereinafter referred to as the " Seller "
Both parties, companies, and their authorized representatives, whose signatures appear herein, were all duly given full corporate authority by their respective company to enter into the present sale and purchase agreement (hereinafter "SPA"), and have duly complied with all the legal formalities and requirements of laws of their respective countries for this type of SPA, and further agree to be bound by the International Chamber of Commerce (ICC), Paris, and other internationally applicable commercial laws on matters related to contract dispute and resolution.
1. COMMODITY SPECIFICATIONS & QUANTITY
1.1 Seller mandate, under full authority and responsibility, represents that he has the clear and qualified right to sell the GOLD BULLION BARS – 200 kg or more every month for 1 years.
Purity: 99%, Fineness: 24 Carats (hereinafter "COMMODITY")
1,2 The agreed priceshall be fixed on LBMA LONDON minus 8% gross, 5% net to buyer. The agreed percentage shall be set for the duration of this contract
Price calculated on the final quantity, into 999.5/1000 purity and checked with UMICORE certificate report.
1.3.1 COMMODITY: GOLD BULLION BARS – 200 kg
Purity : 99% ; Fineness: 24 Carats
1.3.2 FORM: GOLD BULLION BARS BY UMICORE
1.3.3 PURITY SHIPMENT: 99%
1.3.4 FINENESS: 24 Carats and price is calculated on the final quantity, after refining
into 99,95/100 (NINETY-NINE PERCENT) purity and refinery’s final assay report.
1.3.5 CHECK: Final check to be made at the Buyer’s designated refinery or destination, named
in 1.3.6 and the refined result of value in Assay Report issued by Refinery will be accepted
and bound by both Buyer and Seller.
1.3.6 REFINERY/DESTINATION: UAE
1.3.7 ORIGIN: XXXX
1.3.8 PACKING: Export Package Boxes or any other suitable packaging commonly used in the trade.
1.3.9 QUANTITY: The contractual quantity for sale to the Buyer under the Terms of this
Contract shall be 200 kg or more every month for 1 year.
1.3.10 SHIPMENT: 200 Kg, on length of the contract with rolls and extensions.
1.3.11 PRICE: The commodity is sold at a price of fixed on LBMA LONDON minus 8% gross
5% net to the buyer. The commissions (3%) will be paid by the buyer directly to the seller intermediaries who will have an NCNDA set up with all facilitators.
- DELIVERY DESTINATION: DUBAI
- CONTRACT DURATION: One first spot contract of 50 KG or more and seller and buyer enter automatically into a 1 year agreement contract of 200 KG every month.
2. DELIVERY TERMS
2.1 The delivery of goods under this Agreement Shall we be CIF Basis to Buyer's Nominated international airport. (Dubai International Airport)
2.2 Seller will pay all, duties, levies and other costs: required in the country of origin, Including shipping costs, customs clearance, Including all Government taxes, insurance and handling fees, prior to delivery at Buyer's Nominated destination
3.1 The herein specified commodity is packed in boxes (smelter / assayer's standard) each containing 50 kilograms (or more if accepted by Buyer or Buyer's Designated Entity) of the commodity described in this SPA.
3.2. The Seller will ensure that the product is securely loaded onto a bonded courier with all insurance in place to buyer’s nominated destination and at the cost of the Seller.
3.3 Seller will provide the Buyer with copies of the following, by facsimile transmission, twenty four (24) hours prior to each collection:
3.3.1 Shipment Reference;
3.3.2 Number of Boxes;
3.3.3 Gross Weight;
3.3.4 Net Weight;
3.3.5 Estimated Fine Gold Content.
3.3.6 Detailed Packing List;
3.3.7 Airway Bill Number;
3.3.8 Air Line Name and Flight Number;
3.3.9 Estimated Date of Arrival;
3.3.10 Original Assay Report;
3.3.11 CERTIFICATE OF ORIGIN – IN TERMS OF FRANK DODDS RULE
3.3.12 CERTIFICATE OF OWNERSHIP
3.4 The Seller will stick the following label on the box, containing the commodity and duly sealed, before the arrival in the location of the customs of DUBAI. Information on the box will be securely glued on the boxes in a very visible way. The property of gold is still to the seller until final payment.
3.5 The Air Way Bill has to contain the boxed handling information above.
3.6 Consignee details:
4. DELIVERY DOCUMENTS
Each delivery shall be identified with all appropriate contract reference codes and numbers and a label has to be put on the boxes of the commodity. The Seller will provide the following documents to the Buyer, prior to the transport;
4.1 Three originals of Commercial Invoices, in favour of the Buyer;
4.2 Certificate of Origin;
4.3 Certificate of Ownership;
4.4 Original Assay Report;
4.5 Declaration that the product is free and clear and of non-criminal origin, unencumbered and free of any liens, transferable and exportable
4.6 Packing List;
4.7 Copy of Export Permit;
4.8 Full set Original Airway Bill, marked “Air Freight Pre-Paid” and showing the Gross and Net weight;
4.9 Certificate of the payment of the export taxes.
4.10 Certificate of payment of the shipping costs
5. PAYMENT TERMS
5.1 Payment for the Commodity, taxes and fees shall be made by Swift Telegraphic and Electronic Transfer MT 103, to the seller and seller mandate designated bank accounts or by cash payment after final Assay Report (Quality and Quantity), issued by the Buyer’s Nominated refinery.
5.2 Payment to be perfected by the Buyer, on the same day or within 24 hours after final assay or check .
5.3 Reference Payment for Agreement: Buyer will lodge with their Bank instructions to have funds in their Bank Account, allocated in an amount equal to LMBA, for 200 KG per month in his bank account with rolls & Extensions.
5.4 Payment Documents for Seller will be as follows:
5.4.1 Commercial Invoice.
5.4.2 Airway Bill.
5.4.3 Final Assay Report.
5.5 The agreed price shall be paid in full after final check / refining report, stating a purity of 100%. Payment shall be made on the same day or within 24 hours of final assay by the Buyer’s Refinery. The Seller shall ship 200 Kg or more of a quality not less than 99%.
6. BANKING COORDINATES
Banking Coordinates for the Buyer
BANK NAME: Emirates NDB
ACCOUNT NAME: WMD
IBAN SWIFT CODE:
BANK TEL NUMBER: Tel: ; Fax:
BANK ADDRESS: Emirates NBD
Banking Coordinates for the Buyer’s mandate
ACCOUNT NAME: Smart Experts Paris
IBAN SWIFT CODE:
BANK TEL NUMBER:
Banking Coordinates for the Seller
ACCOUNT NUMBER: XXXXXXXXXXXXXXXXX
IBAN SWIFT CODE:
BANK TEL NUMBER:
7.1 The Seller mandate issues Contract (this document) with full Seller's data on contract, including the shipment time table.
7.2 The Buyer receives the Contract from the Seller mandate and within twenty-four hours (24) hours from the receipt, signs it and exchange PDF copy of contract via email with the Seller mandate ; this is needed to perfect the shipment
7.3 Seller mandate advises Buyer of expected shipping date, time of gold Shipment arrival and provides the Buyer with copy of the AWB, including ETD and ETA of aircraft.
7.4 Buyer arranges for the logistics to receive the commodity and process the tranche
through customs and delivery to refinery.
7.5 The export taxes, export documentation, freight cost and other expenses, during export to the destination airport, will be paid by the Seller mandate.
7.6 The expenses of clearance and the transport, from the destination airport, to the
Buyer's destination will be paid by the Buyer.
7.7 Payment within on same day of within 24 hours after assay report of refinery. The Buyer and Seller enter into agreement.
7.8 All necessary documents will accompany order to Buyer, or Buyer’s destination.
8. TITLE OF GOODS
8.1 The Title of the Commodity shall pass from the Seller to the Buyer or Buyer's Designated Entity once the Payment is made in accordance with this SPA.
8.2 Seller confirms and warrants that the title of the commodity to be sold herein will be free and clear of any and all liens and/or encumbrances and of legal origin.
9. TAXES AND INSTITUTIONAL COSTS
9.1 The parties hereto individually and separately accept that all liabilities for taxes, levies, duties, charges and any institutional costs applicable in the execution their respective rules and regulations will be covered by respective parties. In the event it occurs, the parties hereto shall only be responsible for those commissions and fees that they in writing have agreed to pay. Each party shall indemnify and hold the other party harmless against any third party claims or other forms of payment demands of above-mentioned nature. Additional charges due the excessive impurity content will be deducted from the amount payable to the Seller.
10. NON-CIRCUMVENTION AND NON-DISCLOSURE
10.1 The parties hereto agree to respect each other's proprietary interests and not to reveal details and/or information to parties and/or individuals other than those who are the officers involved in handling this transaction. Except without the written consent of the other party, no communication is to be made by one party to other party's bank, its handling officer(s) and/or manager(s).
10.2. In the event that this transaction will not materialize, concluded or will just reach the stage where the Seller was able to know the particulars and material information or coordinates of the Buyer, the latter is prohibited to use and utilize those information or coordinates for purposes of contacting directly the Buyer herein to continue the failed transaction or similar arrangements involving the same commodity or dealings. Prohibition will be in force and effect for a period of Five (5) years from the date of execution hereof.
11. FORCE MAJEURE
11.1 The parties hereto shall not be liable for any failure to perform in the event of force majeure clauses as stated in the Standards/Publications of the International Chamber of Commerce (ICC), Paris.
12.1. In the event of dispute involving to or related to any portion of this SPA and that same cannot be resolved in an amicable way, each party of this SPA shall have the right to take the proper legal recourse and shall be bound by the arbitration procedures of the International Chamber of Commerce in accordance with its rules for a pre-arbitral referee procedure.
12.2. All disputes and settlement arising out of or in connection with the present SPA shall be governed, settled by one or more arbitrators that will be appointed or designated in accordance with the above-mentioned rules of arbitration.
13. APPLICABLE LAW
13.1 In any action or proceedings to enforce the arbitral award of the arbitration has failed, the Swiss Law shall apply and venue of action shall be in Swiss.
14. SPECIAL PROVISIONS
14.1 Nothing contained in this SPA shall be construed or have an effect as constituting any partnership between the parties of this SPA.
14.2 The Buyer agrees that the Seller can send one representative to accompany the commodity at all times, until the ownership of the commodity is transferred to the Buyer or Buyer's Designated Entity. The Seller will instruct his representative to authorize the opening of the crates, in the presence of a customs official and a Buyer’s representative, at the destination airport, for the verification purposes.
14.3 If the Seller doesn’t send a representative to accompany the commodity, the Seller agree to provide the Buyer with a letter of authorization - upon the Buyer’s request - to open the crates in the presence of a custom official for verification purposes. The Buyer will instruct his local forwarder to transport the goods from Airport to the safe keeping facility under their responsibility.
14.4 This SPA contains the full SPA and entire understanding of the parties herein with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings of parties with respect to the same subject of
this SPA. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.
14.5 This SPA shall be accepted to be legal and binding by both parties if executed and sent by fax and/or E-Mail direct to the parties concerned at the numbers
contained within this SPA.
14.6 This SPA is valid after electronic signatory by both parties and is serving as original whereupon it remains binding upon the parties hereto, their assigns and successors and is signed with full authority to act.
15. EXECUTION OF THIS AGREEMENT
The terms of this SPA shall be confirmed and signed by the Buyer and the Seller via facsimile or Email. Said executed facsimile or email shall be binding and initiates and concludes the legal liabilities between Buyer and Seller of this SPA.
16. JOINT DECLARATION
16.1. The Seller and Buyer each declare unto one another that the Commodity herein for sale, and the origin of the funds used for purchasing the Commodity, do NOT contravene: The Drug Trafficking Offenses Act 1986, The Criminal Act 1988, The Prevention of Terrorism (Temporary Provisions) Act 1989, The Criminal Justice (International Co- operation) Act 1990, The Criminal Justice Act 1993, and The Money Laundering Regulations 1993, Patriot Act 2001, or any other illegal or criminal activity. And accordingly each party to this contract indemnifies each other against any such allegations which, may or may not be made in the future.
Country of Issue:
BUYER TO SIGN AND AFFIX CORPORATE STAMP HERE TO VALIDATE THIS AGREEMENT.
Country of Issue: