Date: 29th July 2019
NCNDA & IMFPA CODE:
SELLER CODE :
FULL CORPORATED OFFER
1. COMMODITY SPECIFICATIONS
Commodity: Gold Bars Metal (Au)
Form: Gold in Bars form – 1 kilograms bars
Purity: 96 % or higher.
Assay: Final assay to be made at and by BUYER's registered Refinery and this
Value melting report will be accepted by both BUYER and seller.
2010 DAT (Delivered at Terminal) BUYER's airport, freight prepaid, as
ORIGIN : Africa
QUANTITY per YEAR: 2400kg
QUANTITY /MONTH: 200kg X 12 MONTHS
QUALITY : 22 Carat
PURITY : 97.67% Minimum
DESTINATION : CIF* Swiss, Europe, Dubaï
FIXED PRICE (CIF) : 35,000 USD with reference to refined gold 24ct, 999.5 fineness
COMMISSION : 2400 USD (commission inclued in price): 2/4 Groups / Seller & Buyer according to NCNDA & IMFPA
HISTORY : Clean, clear, no liens and non-criminal origin
PAYMENT:Trial Tranch: Irrevocable Non-Transferable LC AT SIGHT 100% Payable against Assay Report from Buyer’s Refinery.
REGULAR TRANCH: Revolving LC for Guarantee Final payment LC transfer all possible against refinery assay report
2. CLOSING PROCEDURES
2.1Buyer issue LOI and Seller issue FCO
2.2Buyer accept FCO and return signed FCO to Seller/
2.3Seller issue draft of SPA (open for amendments) within 48 hours upon receiving the approval of this offer with request from the Buyer on the total quantity required (page 3 refers)
2.4Buyer sign and seal SPA and return to Seller. Both parties must lodge a copy of the SPA with their respective Banks.
2.5Within 3 banking days, Buyer’s Bank issue RWA or BCL to Seller’s advising its readiness to issue the MT700 LC valid for 365 banking days (as per verbiage enclosed). On confirmation from Seller’s financier verify and confirm the RWA
2.6Upon receipt and confirmation of RWA from FINANCIER BANKER, Buyer’s Bank must then issue LC MT700 within 3 day in favor of Seller
2.7 Seller FINANCIER to make payments to the various Governmental Agencies concerned for the shipping documents of the goods. The following documents will be process during this period.
ü Commercial Invoice: issued by Seller: 2 originals and 2 original copies showingContract Number, description of Goods, packing list, unit price, total amount, gross/net weights of the goods.
ü Packing List: Two (2) original, and two (2) copies issued declaring gross and netweight, number of units, and the Number of the Airway Bill.
ü Certificate of Origin: one (1) original, and three (3) copies
ü Certificate of Ownership: one (1) original, and three (3) copies issued
ü Export Certificate: one (1) original, and three (3) copies issued
ü Airway Bill: one (1) original, and three (3) copies issued
ü Declaration that the goods is free and clear of encumbrance and of none criminalorigin and source.
ü Certificate of Analyse Report issued by Laboratory of Geological Department of the country of Origin.
2.8 Seller Financier pays FREIGHT/INSURANCE/SHIPMENT ALLOCATION charges. Goods ship to Buyers destination accompany by an assigned delivery agent.
2.9Goods arrived at Buyer’s airport. Buyer must engage a professional and registered gold handling clearing agent, pays all custom duties and taxes and arranges and pays for security detail to transport the goods from airport to Buyer’s refinery for testing.
2.10 After testing, BUYER transfer payment by TT wire transfer to seller’s designated bank account within 48 hours as per sum/amount on Commercial Invoice issued.
3. ADDITIONAL PROCEDURE (Optional)
3.1 Buyer must issue Swift MT760 SBLC with validity of 365 days. Thereafter, all shipments will be shipped to Buyer’s destination.
3.2 If a Trial Shipment is preferred, Buyer must issue Swift MT760 SBLC for the Trial Shipment and the 2ndt bi-monthly shipment. Thereafter, all shipments will be done to Buyer’s destination”.
3.3 Performance Bond Guarantee: Seller Financier’s bank, after receipt and authentication of the Swift DLC MT 700,will issue 2% PB guarantee to Buyer’s issuing bank.
4.1 SELLER’S BANK
ACCOUNT IBAN NUMBER:
BANK SWIFT CODE:
ACCOUNT IBAN NUMBER:
BANK SWIFT CODE:
4 FREIGHT & EXPORT AGENCY DOCUMENTATION
Packing list/ Air Way Bills/ Pre Alert Freight Sheet.
5 QUANTITY / SHIPMENT
As per offer or at Buyer’s request -200 Kg.
Contract will be submitted with in 48 hours of Buyer’s approval and acceptance of this offer by signing and return to Seller’s or Mandate.
This offer is valid for 3 banking days from the date stated herein
8 IMPORTANT – NOTICE TO BUYER
Buyer must comply with the rules and regulations of the Country of origin National Shipper’s Council, the body responsible for the receipt and exportation of the Gold Dore Bars. The Buyer is required by law, to issue their payment instrument within 3 days from the signature of this Sale and Purchase Agreement (SPA). Should the Buyer fail to comply an ejection notice will be issued on the shipment. The Buyer will then have 3 days to issue the instrument and pay the storage fees from day 4 (Quantity x $US 75.00 per kg per day). Failure to comply will result in the shipment being ejected and BUYER BLACKLISTED.
ACCEPTED For Buyer:
Represented by: Mr. XXXXXXX
Sign / Seal / Date: xxxxxx
Buyer’s Bank Name: XXXXXXXXXXX
DEFINITION *CIF :
Obligations du vendeur :
- mettre la marchandise à disposition de l'acheteur à bord du navire au port d'expédition convenu ;
- supporter les frais de transport jusqu'au port de destination convenu ;
- obtenir à ses frais une assurance au moins conforme à la couverture minimale clause (C) de l'Institute Cargo Clauses (LMA/IUA) ;
- effectuer, le cas échéant, les formalités douanières ainsi que celles relatives à la sûreté à l'exportation.
Obligations de l'acheteur :
- prendre livraison de la marchandise ;
- effectuer, le cas échéant, les formalités douanières à l'importation.
SELLER’S PASSPORT COPY AND ID CARD
BUYER’S PASSPORT COPY AND ID CARD
NCNDA & IMFPA CODE:
Irrevocable Master Fee Protection Agreement
Accepted & Agreed by Seller and Beneficiaries named below:
We, the undersigned herewith referred as the Seller / Seller Mandate, under Penalty of Perjury do hereby Irrevocably confirm and Irrevocably accept to pay all Intermediaries and Fee holders at the same time and in a manner as the Seller is being paid for the transaction subject to this agreement in accordance with the bank details to be specified in the hard copies of this contract.
We, the Seller / Seller Mandate, Irrevocably confirm that we will order and direct our Bank to pay commission fees to the Beneficiaries named below; SIMULTANEOUSLY upon the payment of the referenced product to the Seller.
We, the Seller / Seller Mandate, agree to provide all Beneficiaries’ Paymasters with written evidence of the Payments lodged with our Bank together with acknowledgments of their Acceptance. Forming part of this agreement, it is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it.
We, the Seller / Seller Mandate, agree that Beneficiary named below under Seller side beneficiary and Buyer side beneficiary are acting strictly as our Agents and or Mandates, and shall have no liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. Agents / Mandates and or Intermediaries shall have no liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. Agents / Mandates and or Intermediaries or their officers, partners, directors and employees shall not be liable under any theory of contract, strict liability, negligence, misrepresentation or other legal equitable theory for any loss of damage of any nature incurred by Buyer and/or Seller and their respective Mandate/Agents or Intermediaries in the performance of the transactiont(s) between Buyer and Seller.
Agents / Mandates and or Intermediaries shall not be liable to Buyer and/or Seller and their respective Mandate/Agents or intermediaries for any special, incidental or consequential (indirect) or contingent damages such as but not limited to loss of profit, loss of opportunity, loss of business, etc.
We the undersigned being the Seller or the Seller’s named legally authorized representatives as stated within the signed and legally binding main transaction, unconditionally agree and undertake to approve and originate all payments in US Dollar or EUR currency to all beneficiaries named below as their rightful and payable Fees. This agreement also acts as a record confirming the Fee amounts for each named beneficiary as set out below:-
TOTAL FEES OF THIS AGREEMENT SHALL BE PAID BY THE BUYER AS FOLLOWS:
The total amount of Fees protected by this Agreement are xxxxx USD per kilogramme delivered during the global transaction and should be paid to the Benificiaries,as herein stated, eg. transferred into the Accounts as stated below.
TERMS & CONDITIONS
This Master Fee Protection Agreement covers the initial Transaction and shall include any renewals, extensions, rollovers, additions or any new or transfer any how originated from this transaction because of the above intermediaries or changing codes of the initial transaction entered into between the Buyer and Seller.
This Master Fee Protection Agreement and any subsequently issued Pay Orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction, current or in the future for a period of Five (5) Years from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.All faxed and/or e -mailed signatures shall be considered as original signatures for the purpose of binding all parties to this Agreement. This document may be signed and in any number of counterparts all of which shall be taken together and shall constitute as being one and the same instrument.
Any Party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.
Furthermore, we agree that any and all Fees due shall be paid to the beneficiary as a result of any extension or rolls of the transaction and that we shall effect all necessary documentation with our bank without any undue delays to ensure such Fees and paid within the Terms of the Agreement.
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This Document shall be governed and construed in accordance with the I.C.C rules concerning this NCNDA IMFPA.
All Parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of theInternational Chamber of Commerce (I.C.C.) of Paris. The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the ICC shall apply. This Document is signed and accepted by Parties named below as to be included in the main contract.
# Electronic signature is valid and accepted as hand signature #
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
BUYER’S SIDE MANDATE
SELLER'S SIDE INTERMEDIATE II
xxx USD per kilogramme of the global transaction
COMPANY NAME :
BANK CODE :
IBAN-ACCOUNT NO :
ACCOUNT NAME :
EMAIL ADDRESS :
PASSPORT No :
TODAY’S DATE :
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY’S BANK.” ‘The Remitter is known to us. This is done with Full BankingResponsibility and we are satisfied as to the Source of Funds sent to us.”, FOR SAME DAY
TRANSFER AND IMMEDIATE CREDIT