We acting on behalf of Seller's representative and signatory hereby Guarantee with full Responsibility que cool I am with the Owner-Sole Authority to Sell and Deliver the Commodity the stipulated HEREIN this Agreement;
Referred to hereinafter the "Seller"
BUYER:
In Passport:
Represented by
Duly appointed Buyer's Mandate Signatory hereby Guarantee and cool with full Responsibility que I have in my possession and fully Authorized to buy and transfer the funds the stipulated HEREIN this Agreement;
Referred to hereinafter the "Buyer"
FOR THE FOLLOWING
This transaction Shall be Identified the CONTRACT NUMBER: 100MT / Furui / WLBHK / 112014A
Hereinafter: the Legal Tender of the United States of America the "United States Dollar" shall be Referred to the USD.
Hereinafter: the Legal Tender of the European Union the "EURO" shall be Referred to the EUR.
Hereinafter: the London Bullion Market Association Shall be Referred to the LBMA.
Hereinafter: the London Gold Delivery Shall be Referred to the GLD standard packing.
Whereas, the Seller is holding Currently Gold Bullion (AU), fineness of 999.5 percent per thousand of fine Gold or better, in a facility in Hong Kong, that is free and clear of liens and encumbrances, freely tradable and exportable to the buyer, non non criminal and terrorist.
Whereas, the Buyer CONFIRMS que he is ready, willing and able to purchase the above Mentioned merchandise and pay for em in good, clean and freely tradable USD or EURO whichever the Seller's choice que are Non Non Criminal and Terrorist, to the Seller.
Furthermore, the Buyer and Seller fully Understand and acknowledge each other's capacity to carry out this Transaction and enter into this agreement Thus the detailed hereinafter.
----- ----- End of Clause
SECTION 1.
TERMS AND CONDITIONS
The Seller hereby undertakes to sell / Transfer the below Mentioned Commodity to the Buyer and, the buyer hereby undertakes to Buy the below Mentioned Commodity from the Seller.
1.1. COMMODITY.
Gold Bars (Gold Metal).
1.2. FORM.
12.5 Kilogram (Kg) Bars.
1.3. Fineness.
99.999%
1.4. AGE.
Less than Five (5) years.
1.5. HALLMARK.
Internationally Recognized Hallmarks (Johnson Matthey).
1.6. DOCUMENTS.
The Seller Shall authenticate, guarantee and Provide all documents and each tranche / Shall lift
be Accompanied by The Following documents.
1.6.1. Certificate (s) of Origin.
1.6.2. Certificate Of Ownership.
1.6.3. Security Warehouse (SKR) Hong Kong.
1.6.4. Commercial Invoice. (4 originals)
1.6.5. Certificate of Purity / Weight / Packing List, Serial Number on Each Bar.
1.6.6. Assay Report. (International Accepted)
1.6.7. Receipt of Custom duty and tax payment clearance.
1.6.8. Warrant / Certificate of Product of Being Clean, Clear, Non-Criminal Origin and free from any liens and encumbrances. Origin Issued by the Seller's Bank or Export Permit.
1.6.9. Export Permit Issued by the Government of Exportation Country.
1.6.10. Resource confirmation Issued by the Government of Exportation Country.
1.7. LOCATION.
Wing Lung Bank, Hong Kong Secured Warehouse
1.8. DELIVERY.
The Buyer's designated Security Warehouse, Hong Kong. (FOB).
1.9. QUANTITY.
One Hundred Metric Tons 100MT with Rolls and Extensions.
1.10. tranches:
First Tranche: 100MT with rolls and extensions Until Seller's
supply is exhausted. Tranche schedule to be mutually agreed at TTM and is subject to
availability of bank personnel, professional assayer, End-End-Buyer and Seller.
1:11. PURCHASE PRICE.
The agreed purchase price is the quoted price in USD or EUR on the Day of Transaction SET by the "London Gold Market Fixing Ltd" Second Fixing (pm.) For Gold Bullion (AU), and displayed by "LBMA". In the event que the LBMA is not operating on que scheduled day, the price calculation Shall be used based on the second LBMA fixing of the next Market opening day.
NOTE: Day-of-Transaction is defined to the day When the buyer accepts ownership or possession of the Gold Bullion. This day Shall be used to fix the price of the gold bullion Applicable for the Tranche.
1:12. DISCOUNT.
Weight multiplied by LBMA (PM), less DISCOUNT of 9% of LBMA (PM) to
Buyer, Settlement requires 88% of the LBMA (PM) payment to Seller.
Discount: Gross: Twelve percent (12%) Gross.
Net: Nine percent (9%) Net to the Buyer.
Consultancy Fee: Three percent (3.0%)
One Point Five percent (1.5%) to the Buyer's side.
One Point Five percent (1.5%) to the Seller's side
1:13. PAYMENT
Buyer Shall pay to the Seller an amount equal to Eighty Eight Percent (88%) Net of the Sales price (Article-1:11. And Article-1:12.) To Seller's Bank Account in USD / EUR or any Bank Account's instructed by Seller.
1.14. CURRENCY TRANSACTION.
The transaction currency Shall be the USD or EUR.
1.15. PAYMENT TRANSACTION.
By Conditional of Bank-to-Bank or Ledger to Ledger, for an amount of the required for the Tranche, Then Full-Funds-Release Shall be upon transfer of ownership of the WSKR Representing the Gold Bullion to the Buyer.
1.16. PROOF OF PRODUCT.
Ware House Shall Proof Of Product to the buyer with Reference to Confirmation of Contract Number: 100MT / Furui / WLBHK / 112014A and Transaction Code: Buyer to the Bank.
1.17. BLOCKED FUNDS AND CONDITIONS.
The Buyer's Bank POF Shall issue to the Seller's (refer to ADDENDUM ADDENDUM-3 or-4) and it is confirmed by the Buyer's Bank and Payment Blocked Funds for the duration of this agreement. Approximately Three (3) months from the date hereof the Seller of the full ACKnowledges que satisfactory payment is made. In the event que unable to deposit the Buyer to the Seller's account it constitutes to the Buyer's default and the Seller may claim against the damage to the Buyer.
1.18. DURATION OF AGREEMENT.
This Agreement Shall expire after Ten (10) Banking Days from signing if Article-2.2 of Section-2, hasnt Been completed. Extensions Shall be at the sole discretion of the Seller, and subject to the re-lodging of this Agreement with the Sellers Bank.
This agreement Shall be valid for a period of Three (3) calendar Months from the date of signing, if Article 2.2 of section-2 Has Been complied. Extensions Can Be Affected by agreement of the Seller and the Buyer.
Section-1 ----- End -----
SECTION 2.
TRANSACTION PROCEDURES
2.0 TRANSACTION PROCEDURES
2.1. The Seller Shall issue the draft SPA (including IMFPA), Which the Buyer signs and returns together with full details of his Bank and Bank officer.
2.2. The Seller / Seller's mandate Then Shall sign and return the SPA (electronically) to the Buyer. Both parties lodge Then Shall Their copies With Their respective bank officers;
2.3. Within TWENTY-FOUR (24) hours from lodging of contract, the Buyer Shall be Provide Proof of Funds (POF) to Seller's representative and Seller Shall issue an Invitation Letter to the Buyer for the Table-Top-Meeting (TTM) at the Seller's bank at the agreed schedule;
2.4. During the TTM, the Seller and Buyer, with the assistance of Their bank officers, Shall simultaneously present Proof of Product (POP) and Proof of Funds (POF) and all other documents pertinent to the transaction;
2.5. After successful verification of POP and POF, the Seller Shall authorize the Buyer and his assayers Physically inspect and to assay the product for the first tranche in the Seller's Bank warehouse in Hong Kong.
2.6. At TTM in the Inspection Location, the End-Buyer's Assayer Shall verify the Au's legal status, the owner's rightful authority and ownership of the Au, and the quality of Au under this contract; the End-Seller's Security Warehouse Manager Shall Provide the full package of the original documents to the End-Buyer's Assayer, in order que the documents are verified to the End-Buyer's satisfaction. End-Buyer Shall pay all costs and charges for inspection and assay of Au.
2.7. That same day or the next bank day, the End-Seller, End-Buyer, End-Buyer's Bank Officer and End-Seller's Bank Officer Shall jointly calculate and fix the ultimate purchase price based on the LBMA (PM) (taking note of clause 8.7 and 8.9).
2.8. Upon confirmation of the Au to the satisfaction of the End-Buyer's Assayer and the ultimate purchase price fixed wellbeing, without delay, the End-Buyer releases the funds and pays: Consideration to End-Seller made Ledger to Ledger or Bank to Bank. Buyer side Professional Fees to Buyer Side Paymaster; Seller Consultancy Fees and Side to Side Seller Paymaster, or End-Seller Retains title and ownership Until all three confirmed the payments Have Been Good Payments, or End-Seller is liable for unpaid Fees by End-Buyer. Fees payments Shall be as per the Fee Agreement (aka IMFPA)
2.9. Full-Funds-Release equivalent in USD / EURO to the Please Seller's account by Swift automatically MT103 and Irrevocable, the Seller Shall transfer ownership of the WSKR Representing the Gold Bars (AU) to the Buyer's name and delivery the Original True and all Documents Representing the Applicable Tranche, and after the commodity has Been packed and loaded on the Buyer's and plane before taking off and leaves Hong Kong safely.
2.10. Upon confirmation of 'Full Payment Good', without delay, let or hinderance, the End-Seller authorizes Inspection Location to complete the transaction, including the Inspection Location Transferring title, ownership and Associated documents to the End-Buyer.
2:11. The next tranche will commence upon agreed schedule, Task Orders, without delay, let or hindrance by End-Seller Either side or End-Buyer side; subject to supply and or exhaustion funds.
2.12. Both parties Shall adhere to all terms and conditions in the SPA states and Shall not at any times making the contract without approval from the other party. Any infringement Shall render this contract automatically terminated.
2.13. The Tranche Shall be Considered When closed-Article 2.7 Has Been complied. The Procedures Shall be repeated in Until the contractual amount is reached. Rolls and Extensions are determined by the Seller and the Buyer accounts.
--------- End of Section-2 ---------
SECTION 3.
notwithstanding CLAUSE
3.1. Notwithstanding all Articles Mentioned above HEREIN this agreement, the Buyer Shall make full
and immediate payment to Seller's Bank account upon transfer of ownership of the Seller's
Gold Bullion to Buyer.
------ End of Section-3 ------
SECTION 4.
Addendums AND ANNEXES
4.1. The Following Addendum-1, forms part of this Agreement together with any future Addendums
Annexes and Which Have Been Duly signed by the two main Signatories of this agreement.
------ End of Section-4 ------
SECTION 5.
DEFINITIONS
5.1. CONFORMITY WITH INTERNATIONAL REGULATIONS:
The Seller and the Buyer each declare to one another que the commodity HEREIN Offered for sale
and the origin of the funds used for purchasing the commodity do not contravene any of the
Following LAWS or any other illegal or criminal activity:
5.1. The Drug Trafficking Act of 1986.
5.2. The Criminal of 1988.
5.3. The Prevention of Terrorism (Temporary Provisions) Act of 1989.
5.4. The Criminal Justice (International Cooperation) Act of 1990.
5.5. The Criminal Justice Act of 1993.
5.6. Trade Secret of 1979: Economic Espionage Act of 1993 [18 USC 1839 (3)]
5.7. The Anti-Terrorism Act and the Patriot Act l and ll.
This Agreement Shall be Governed by and construed in Accordance with the law of England and any dispute Arising thereof Shall be subject to the Jurisdiction of Courts Inglês.
This Agreement is valid for a period of Three (3) months and can be Renewed by mutual agreement before or after expiry.
This Agreement Supersedes any and all prior Agreements related to the quantity and purity of this SPA and Represents the entire Agreement between the Parties. No changes, Alterations, substitutions or Shall be permitted unless options the same Shall be Notified in writing and signed by Both Parties.
5.2. CONFIDENTALITY / NON-Circumvention: -
All parties, including the Buyer / Buyer's mandate: Seller / Seller's mandate, and any and all Representatives, Consultants and Intermediaries Involved in this transaction, agree to act in complete confidentiality and Shall not disclose the Agreement to any other third party except on the Need to Know Shall basis and strictly observe the rules of the International Chamber of Commerce (ICC), Paris, France, Latest Edition, Relating to Non-circumvention and Non-disclosure. This will be valid for 5 years.
------ End of Section-5 ------
IN WITNESS whereof
The undersigned have read this document carefully and have initialed all 20 pages of this Sales And Purchase Agreement For Gold Bullion (Au), including Addendums, and fully Understand and agree que its execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon the Buyer and the Seller, and Their Legal heirs, successors, and assignees represent them.
Signed this 6th day of November, 2014 Signed this xxx day of November, 2013
SELLER (Represented by) BUYER (Represented by)
TAK GROUP RESOURCES LIMITED
hereby affirm the information provided hereby affirm the information provided
HEREIN by me is true and accurate. HEREIN by me is true and accurate.
