KNOW ALL MEN BY THESE
PRESENTS:
This Sale and Purchase Agreement for AU Metal
(Hereinafter referred to as “Agreement”)
is entered into and executed on this …th day of Month,2015, by and between the following parties:
SELLER
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Seller Name
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First Great Middle East Gen. Trading LLC
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Passport Number
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To Be Made Available
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Nationality
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U.A.E
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Address
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11 E, Radisson Blue
Hotel Dr, Deira, Dubai
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Telephone Number
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+ 971 4 2945229
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Hereinafter referred to as the “SELLER”
BUYER
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Buyer Company
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Represented By
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Passport Number
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Nationality
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Address
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Telephone Number
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Email Address
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Hereinafter referred to as the “BUYER”
WHEREAS, the undersigned, Seller, has the authority to
sell and deliver this precious AU Metal and enter this Sales and Purchase
Agreement for AU Metal under the Transaction Code: xxxxx. The Seller also confirms with full corporate authority and legal
responsibility that he is ready, willing and able to sell the said Gold
Bars (AU Metal) and provide his Bank Deposit Account, with banking details attached
herein as Appendix A.
WHEREAS, the Buyer confirms with full corporate authority and legal
responsibility, that he is ready, willing and able to purchase the said Gold
Bars (AU Metal) and provides his Bank Deposit Account, with Banking details
attached herein as Appendix A, as Buyer’s Proof of Funds, in the
amount of USD Billion (USD X,000,000,000.00), from
………….. Bank,…………
Branch, with
the Letter of Authorization to the Seller for the verification, under this Agreement as per
Transaction Code: xxxxx
NOW THEREFORE, in consideration of the mutual interests and
covenants, the parties hereby confirm with full personal and corporate and
legal responsibility, under penalty of perjury, and unconditionally agree to
the following terms and conditions stipulated hereunder:
1. TERMS & CONDITIONS
Commodity : AU metal Gold in
Bar Form, GLD specification.
Size : 12.5
Kilogram Bar.
Quantity : 200 MT (Metric Tons) with roll and
Extensions to XXX MT.
Hallmark : International
Acceptable Hallmark, Less than 5 years old.
Purity : 999.5/1000
fineness.
Price : The
second fixing London Bullion Market association (LBMA)
Discount : Total discount 12 % based on the second
fixing of London Metal
Exchange
(LME); net to the Buyer 9 %.
Commission
:
1.50 % for Buyer’s Intermediaries paid by Buyer’s account.
1.50 % for Seller’s Intermediaries paid by Buyer’s account.
Delivery/Location: F.O.B. (Security Warehouse) Dubai. U.A.E
First Lift : 200MT
(Two Hundred Metric Tons)
Subsequent Lift : as
per mutually agreed
Payment : Bank to Bank basis.
2. DOCUMENTATION
1. Certificate of Purity
2. Commercial Invoice
3. Certificate of Ownership
4. Packing List
5. Safe
Keeping Receipt from storage/ warehouse in Hong Kong
6. Certificate
of Origin
7. All
Export documents
3. PAYMENT
Based
on the discount Rate: Total discount 12.00% and Net to Buyer 9.00%. Buyer pays
for Seller 91% and Buyer
pays 3% commission for Beneficiaries listed in IMFPA.
4. PROCEDURES (In Time Sequence)
First
(1st) Step: The Buyer will sign this contract and return it to
Seller signed and stamped.
Second
(2nd) Step: Seller will counter-sign and return the
fully-signed contract to Buyer with Export Permit, Certificate of Ownership and
a colored copy of Seller’s passport. Both parties lodges contracts in
respective banks.
Third
(3th) Step: Within two (2) international banking days upon
signing the contract, the seller should send proforma invoice to buyer to
proceed for DLC at sight. Buyer’s bank shall issue a Non-Operative Documentary
Letter of Credit (DLC) of US$0,000,000 (XXXXXXXXXXXXXXXXXXXXXXXXXXXX) to the
Seller’s financier’s bank.
Fourth
(4th) Step: After
Seller’s financier’s bank is in receipt of the DLC and it is confirmed bank to
bank, Seller will ship the Gold Bullion to Buyer's selected airport. Seller will notify
Buyer and one person from buyers point will be present on the time of shipment.
Shipment details will be handed over to the buyer’s point of person and also
will fax or E-Mail, the name of the airline, flight number, dates of expected
departure and arrival time, in order for Buyer to make arrangements for Customs
clearance of Gold Bullion. In the same manner, Buyer will confirm receipt of
Notice.
Fifth
(5th) Step: Buyer will process the gold clearance through
Customs
5. NON-CIRCUMVENT & NON-
DISCLOSURE
Seller and Buyer accept and agree to the
provisions of the international chamber of commerce, Paris, France, for
non-circumvent and non-disclosure, with regards to all and every one of the
third party assignments with full reciprocation for a period of 5 (five) years from the last performance of
delivery.
6. BANKING COORDINATES
Seller’s Banking Detail and Buyer’s Banking
Detail, in the attached Appendix
A
7. TIME LIMITATION
It is understood that within 10 banking days after signing of this Agreement (After
execution by the Seller), Buyer is obliged to provide the POF to the Seller.
Should Buyer be unable to perform the POF, during these 10 banking days, this Agreement will be automatically
rendered null and void, without any written notification.
8. OTHER
CONDITION
- To
coordinate between the representatives of two parties and to inform the
status report between the Banks of two parties, must be presenting by
paper work.
- During
the Window Time on going to verify Buyer’s POF, Seller’s Bank officer
shall be held the right to solicit the necessaries concerning Buyer’s
financial documentation. In return, the Buyer and his Bank will provide
the solicited document and deliver to Seller’s Bank via its
representative. Then the correctness will be proven later on.
- The
financial verification of Buyer’s POF, needs to be approved in writing by
Seller’s Bank prior of further step of operation.
- The
Seller’s Bank shall accept Buyer’s POF, and be ready to issue the Letter
of financial acceptance as long as:
4.1 Buyer’s financial verification is proven to
exist and is exactly sufficient to purchase the commodity in each tranche.
4.2 Buyer’s financial verification issued by
Buyer’s Bank is proven to follow the form of financial document provided by
Seller in a truthful manner.
4.3 Buyer’s fund for commodity’s payment must
be transferred to Seller’s account according to the amount purchased for each
tranche and be approved by international Financial Law (ICC500/600) and their
involvement that it is legitimated transferable from the Buyer’s Bank to the
Seller’s account at Seller’s Bank.
4.4 All the 4.1, 4.2 and 4.3 need to be
mutually correct i.e. none of them is disqualified.
- Only
one Bank officer of both parties shall be connected with each Parties
Bank. If any persons in third party happen to contact with either Seller’s
or Buyer’s Bank officer, this Agreement shall be terminated automatically
without prior written notice.
9. APPENDIX
The following pages have been added to and are
considered by all PARTIES to be an integral part of this Agreement:
APPENDIX A:
Banking Details
APPENDIX B:
Irrevocable Master Fee Protection Agreement
All signatories hereto acknowledge that they have
read and each party fully understands the terms and conditions contained in
this agreement and by their initials and signature hereby unconditionally agree
to its terms as of the date noted herein.
SIGNATORIES BELOW ARE BOTH PERSONAL AND CORPORATE LIABILITIES.
Seller
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Name
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Mr. Anas Mohammed ( M.D)
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Signature
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Buyer
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Company
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Represented By
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Signature
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APPENDIX A
Buyer’s Banking
Details
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Bank Name
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Bank Address
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Account No.
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Account Name
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IBAN NUMBER
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Bank SWIFT
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Bank Email
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Bank Telephone
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Seller’s Banking
Details
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Bank Name
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Bank Address
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Account No.
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Account Name
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SWIFT
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Bank Officer
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Bank Telephone
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Bank Fax
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APPENDIX B
IRREVOCABLE
MASTER FEE PROTECTION AGREEMENT
Non-Circumvention and
Non-Disclosure
This Document,
serving as the Buyer’s commitment to the commission structure and fee payments, is valid and
is an integral part of this Sales and Purchase Agreement.
Upon the
execution of this
Sales and Purchase
Agreement between the Buyer and the Seller, the content of this the
IMFPA shall be
implemented simultaneously.
TRANSACTION INFORMATION:
Commodity : AU metal Gold in
Bar Form.
Size : 12.5
Kilogram Bar.
Quantity : 200 MT (Metric Tons) with roll over
and extensions to XXX MT
Hallmark : International Acceptable Hallmark.
Purity : 999.5/1000
fineness.
Price : The
second fixing London Bullion Market association (LBMA)
Discount : Total discount 12 % based on the second
fixing of London Metal
Exchange
(LME); net to the Buyer 9 %.
Commission
:
1.50 % for Buyer’s Intermediaries
paid by Buyer’s account.
1.50 % for Seller’s Intermediaries paid by Buyer’s account.
Delivery/Location
: F.O.B. (Security Warehouse) Dubai.
U.A.E
First Lift : 200MT (Two Hundred Metric Tons)
Subsequent Lift : as
per mutually agreed
Payment : Bank to Bank basis.
DOCUMENTATION:
1. Certificate of Purity
2. Commercial Invoice
3. Certificate of Ownership
4. Packing List
5. Safe Keeping
Receipt from storage/ warehouse in Hong Kong
6. Certificate
of Origin
7. All
Export documents
I, , CEO of , the undersigned, an
authorized signatory for the “Buyer” named and referenced
only through the Bullion Officer communication, hereby irrevocably and unconditionally
confirm our Company’s commitment to pay to the participating beneficiaries who
are named hereafter (collectively: the “Consultants”; and each individually a “Consultant”),
their full contracted consulting fees and expenses (collectively: the “Consultancy Fees”) as given herein,
which Consultancy Fees are related to services performed for both Parties to
originate and complete the Transaction.
The Total Consultancy
Fees of Three Percent (3%) of One Hundred Percent
(100%) of the Gross
Sales Amount
of the applicable LBMA rate for Each Lift of the Transaction will be distributed by the Buyer,1.5%,
and by the Seller, 1.5%, as follows:
Buyer
Side: Total 1.5% of the Gross Sales Amount of the applicable
LBMA rate of Every Lift as per the Agreement and Covering also all Eventual
Rolls & Extensions:
1) Buyer Mandate – Zero
Point Five Percent (0.5%)
of the Gross Sales
Amount of the applicable LBMA rate of Every Lift as per the Agreement and
Covering also all Eventual Rolls & Extensions:
Buyer Mandate: Open
Represented
by:
Passport No.:
Currency:
Bank:
2)
Buyer Consultans–Zero
Point Five Percent (0.25%) of the Gross Sales
Amount of the applicable LBMA rate of Every Lift as per the Agreement and
Covering also all Eventual Rolls & Extensions:
Paymaster:
Currency: USD
Bank: CAIXA ECONOMICA
FEDERAL
Bank Branch: 1218 Vila Nova
Conceição
Account Name: FAN JER LIN
Account No.: 1218 013 00042577 - 0
ABA
No.: 021000089
WIFT Code: CEFXBRSP
Bank Officer: Branch
Manager
Beneficiaries: FAN JER LIN &
ASSOCIATES
3)
Buyer Consultans–Zero
Point Five Percent (0.15%) of the Gross Sales
Amount of the applicable LBMA rate of Every Lift as per the Agreement and
Covering also all Eventual Rolls & Extensions:
Paymaster: Gilmar
Ramos da Silva
Currency: USD
Bank: BANCO BRADESCO S.A.
Bank Branch: 0113-9 R. José Otoni, 119 São Miguel São Paulo SP
Account Name: Gilmar Ramos da Silva
Account No.: 0113-9 0601
602-2
ABA
No.:
SWIFT: BBDEBRSPSPO
Bank Officer: Branch
Manager
Beneficiaries: Gilmar Ramos da
Silva & ASSOCIATES
4) Buyer Intermediary - Zero Point Five Percent (0.5%)
of the Gross Sales
Amount of the applicable LBMA rate of Every Lift as per the Agreement and
Covering also all Eventual Rolls & Extensions:-CLOSED
Paymaster:
Currency: USD
Bank: HSBC Bank USA
Bank Branch: Morristown Branch
Account Name: Jau-tseng
Hall
Account No.: 407-45284-2
ABA
No.:
021001088
WIFT Code: MRMDUS33
Bank Officer: Branch
Manager
Beneficiaries: Thomas Hall &
Assigns
5) Buyer
Intermediary - Zero
Point Five Percent (0.10%)
of the Gross Sales
Amount of the applicable LBMA rate of Every Lift as per the Agreement and
Covering also all Eventual Rolls & Extensions:-CLOSED
Paymaster: TORO YOSHIOKA
Currency: USD
Bank:
Bank Branch:
Account Name:
Account No.:
ABA
No.:
WIFT Code:
Bank Officer: Branch
Manager
Beneficiaries: & Assigns
Seller Side: Total 1.5% of the Gross Sales Amount of the applicable LBMA rate of Every
Lift as per the Agreement and Covering also all Eventual Rolls & Extensions.
Paymaster: CLOSED
Currency:
Bank:
Bank Branch:
Account Name:
Account No.:
SWIFT Code:
Bank Officer:
Beneficiaries:
Non-Circumvention./.Non-Disclosure (N.C.N.D.)
The Buyer hereby acknowledges and
accepts that each of the above-named Consultants may, just once during each
3-Month period subsequent to the Commencement Date of the Agreement, at its
discretion and upon written notice to said effect delivered to the Purchasing
Bank via e-mail, fax, letter, or courier, provide alternate banking
instructions to the Purchasing Bank for its own Consulting Fees, naming a
single alternate bank account to which said fees shall be redirected and paid
by the Purchasing Bank, without fail, from the first business day subsequent to
the date of delivery of said written notice to the Purchasing Bank.
All parties involved in this Transaction
herewith irrevocably agree that the above-named Consultants do not assume any
responsibility for the above-referenced Transaction and that they cannot be
held liable for any reason associated with said Transaction, except for
potential Non-Circumvention and Non-Disclosure (N.C.N.D.) violations.
This IMFPA is an irrevocable commitment and
Pay Order by the undersigned to remit to the Consultants listed above, via
their bank coordinates as shown, the amount of Consultancy Fees as given
pertaining to each and every Lift of the Transaction. This IMFPA shall remain in full force and
effect for a period of five (5) years from the date of this IMFPA, with
possible rolls and extensions.
All entitlements under this Pay Order shall
include the entire Transaction named herein and any and all Rolls &
Extensions of the Agreement, and any and all negotiated transactions leading to
new agreements by and between the Buyer/Buyer’s Mandate and the
Seller/Seller’s Mandate.
The Buyer and all assignees of the Buyer
hereby irrevocably guarantee, with full corporate authority and responsibility,
and under penalty of perjury, to provide fee protection to each Consultant
named herein relating to the total sales amount of the contracted volume of the
Transaction, so that 100% of the resulting Consultancy Fees are paid to each
Consultant’s banking coordinates in United States Dollars (USD) or in other
currencies as specified herein as per the terms of this IMFPA.
The Buyer will pay all Consultancy Fees on the
date of the payment of the TT transfer by direct bank transfer.
It is mutually understood that each party
named in this IMFPA agrees to keep confidential the described Coded
Transaction, and not to disclose to any third parties the Transaction Code(s),
any description of the Transaction, or the names of the Buyer, the Buyer’s
assigns, the Owner/Seller, or of any banks or other institutions who are
parties to this specific Transaction, with the exception of necessary
disclosure of such confidential information to each party’s own banking
officers and attorneys.
It is likewise understood that the Buyer expressly reserves the right
to: (a) deal with any bank or
depository, public or private, that it has in the past; or (b) decide to pursue
transactions with said parties in the future, including those institutions that
may be used in completing this Transaction. It is understood that the
Consultants named herein will be part of any future transactions for the next
five (5) years conducted between the Buyer/its assigns/its representatives and
the Seller/its representatives. Neither
the Buyer nor Buyer’s Mandate
shall have any claims against any of the Consultants’ dealings with the Seller
whatsoever outside of this IMFPA.
BUYER’S ACKNOWLEDGEMENT:
Signature and Seal of the Authorized
Signatory of the Buyer:
.............................................................. Date:
Name:
Passport No.:
Issuing Country:
Title:
Company:
E-mail:
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