AU SALE AND PURCHASE AGREEMENT No. 23\01\17 DO-AU

Seller's Ref: 23/01/2017

Buyer's Ref:

This Sale and Purchase Agreement is signed on this date 23 of January 2017 between:

SELLER:

Company:

Legal Address:

Postal Address:

Telephone:

E-mail:

Represented by:

Title:

Hereinafter referred to as „SELLER”;

Company:

Legal Address:

Postal Address:

Telephone:

E-mail:

Represented by: 

Title:

Hereinafter referred to as „BUYER”;

both further referred to as a “Parties”.

WHEREAS, the Parties mutually accept to refer to the general terms, provisions and definitions by the ICC 500, the latest edition with latest amendments; and

WHEREAS, the Seller represents and confirms to be the legal owner of the product the Buyer wants to buy; and that the product will be available from non-criminal origin and free of liens and encumbrances of third party; and

WHEREAS, the Buyer represents and confirms he has the financial means to carry out its financial obligations under the contract and to be able to lift the product; and

WHEREAS, the Parties mutually agree to execute this agreement which shall be binding upon and inure to the benefit of the parties, their legal representatives, successor and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder signed upon; and

WHEREAS: Seller has "for sale" gold and/or nuggets, hereinafter referred to as "Gold Dore Bars”; and

WHEREAS: Buyer wishes to purchase the Seller's "Gold Dore Bars” over an agreed time period.

NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:

1. SCOPE OF THE CONTRACT:

a)      The Seller, under full authority and responsibility, declares that he has the clear and qualified legal right to sell the Gold Dore Bars.

b) The Buyer, under full corporate authority and responsibility declares that he and his associates have the full legal and financial capability to purchase the Gold Dore Bars.

2. COMMODITY SPECIFICATIONS:

Commodity

Gold (AU metal)

Form

Gold Bars

Purity

90,00% (not less)

Fineness 

21 Carats (not less)  

Primary Assay Certificate

Certificate of Government Lab in Seller’s country, indicating contents of pure gold in RAW GOLD to be delivered for final Assaying at Buyer’s Refinery.

Final Assay

as per Buyer's designated Refinery in Dubai, UAE

Origin

Uganda

Packing

Export Package Boxes

Amount

Trial delivery amount in up to 50 (fifty) kgs.

Further up to 300 (three hundred) kgs monthly with possible rolls and extensions.

Price

Price of 5% discount off LBMA gold price, fixed on the shipment day, per each 1 kg of finest gold (999.5 – 999.9) weight indicated in that Final Assay Report agreed by the Buyer and Seller.

The Seller guarantees to the Buyer that the AU Metal delivered under the present Contract will correspond to the characteristics shown below:

1. Suitable for production of standard gold bullion, organoleptic free from concretions, dirt and non-metallic impurities, free from toxic substances, free from pollutants that prevent refining, free from other deleterious impurities and radiologically safe.

2. Containing AU not less than 90% weight after primary assay at Government Lab in Seller’s country.

3. QUANTITY:

a)   The contractual quantity for sale to the Buyer under the Terms of this Agreement shall begin with from up to 50 (fifty) kgs up in the first one trial shipment, with further rolls and extension for subsequent deliveries up to 300 (three hundred) kgs each month.

b)   Subsequent deliveries to be agreed between Buyer and Seller and indicated in schedule of delivery finally agreed by the parties (Appendix No.1 being an integral part of the present Contract.

4. PRICE:

a)      The price payable by the Buyer to the Seller is 5% discount off LBMA gold price, fixed on the shipment day, per each 1 kg Gold 24 carat Bars, assayed from Seller’s Raw Gold at Buyer’s designated refinery in Dubai, UAE;

b)      Delivery price is CIF Dubai, UAE, Buyer’s metal account at Buyer’s nominated refinery in Dubai, UAE and will be calculated per kilogram of Gold Bars fine 24 carat gold, 999.9/1000 purity, assayed from Seller’s Raw gold. Delivery price is include all expenses, such as price of Raw Gold, its

delivery and insurance expenses for terms of delivery as CIF Dubai, UAE, all export taxes and duties paid by Buyer in place of gold origin and export and other expenses related to such as travel expenses, etc.  Payment will effect after each assay report from Buyer’s designated refinery in Dubai, UAE for the duration of this contract. Price is including full set export document cost.

c)  Delivery expenses from place of origin and/or export to Dubai, UAE will be paid by Buyer. Buyer is also responsible to pay applicable export taxes and duties.

d)Buyer is responsible for all expenses regarding import duties in Dubai airport, delivery gold to refinery, sampling, testing and assaying of gold in Buyer’s designated refinery in Dubai, UAE.

e)  Referenced funds in this agreement to be wired in USD Currency to the accounts in the Seller’s banks notified by the Seller in this contract or/and will be payed cash. Seller’s bank accounts and cash payment amount are indicated and agreed by the parties in Appendix No.2, being an integral part of the present Contract.

5. DELIVERY TERMS:

a)    The delivery terms for this agreement shall be on CIF Dubai, UAE Buyer’s metal account at Buyer’s Refinery, Dubai, UAE. Trial delivery is up to 50 (fifty) kgs of raw Gold Bars.

b)   Export formalities expenses, initial smelting/assaying charges in the place of origin/export to be paid by Buyer and included into Gold Bars selling price.

c)    Buyer is responsible for all charges at their final destination closest airport.

The Gold Dore Bars go into the account of the Buyer at the Buyer’s, Dubai refinery. Gold will be registered to the refinery for the account of the Buyer.

The Seller keep ownership of gold before time of full payment to Seller’s nominated banks or/and to Seller in cash.

d) Transfer of Ownership: The Ownership of the goods with assay report for Quality and Quantity as per agreement shall be transferred automatically from Seller to Buyer with the payment of goods.

e) Prior to Aircraft Departure from point of origin, Seller will notify Buyer about the airline, flight number, dates of expected departure and arrival time. Seller will clear shipment of Gold Dore Bars through Customs at point of origin or export. The Waybill/transportation receipt and a copy of insurance and export documents will be Air provided to the Buyer.

f) In Airway bill the consignee must be indicated as “in address of the Buyer”.

6. DELIVERY:

a) Seller delivers Gold Dore Bars in Dubai International Airport, UAE.

b) The SELLER further shall clear the shipment through Dubai Customs, as “BELIEVED TO CONTAIN GOLD” CARGO. Buyer assist Seller’s representative in Dubai, UAE custom clearance formalities.

c) The Buyer is responsible to delivery Gold Dore Bars from airport to the final destination – Buyer’s Refinery in the city of Dubai. Seller’s representative will go to refinery with the Buyer to present at gold testing at witness it.

7. PAYMENT TERMS:

The Final payment shall be executed to the Seller's nominated bank by wire transfer and/or cash payment, within maximum of 48 hours after receipt of final assay report from the Buyer’s designated refinery in the city of Dubai – Buyer’s Refinery. Date of payment will be date of payment order from Buyer’s account in Buyer’s bank.

8. PROCEDURE: (In time sequence)

a) Seller sends draft of Sale and Purchase Agreement (herein SPA) to the Buyer for review, corrections and acceptance;

b) Upon the Buyer is received the reviewed SPA from the Seller, Buyer sign and seal contract and send it back to Seller for final approval and signification;

c) Seller reviews the SPA, filled by the Seller sign it as final version of SPA and send copy of it to the Buyer. From this moment the SPA is considered by the Parties as entered into legal force;

d) The Seller will clear customs in the country of origin. Delivery of the gold will be done to the Buyer’s destination; Buyer will clear customs in country of destination – Dubai, UAE.

e) Gold Bars shall be delivered to the Buyer’s nominated refinery and the refinery shall send an assay report to confirm quality & quantity of gold after refining and final assay report is issued.

f) Buyer’s bank pays Seller’s bank against the Buyer’s Refinery in the city of Dubai final assay report & full set export documents, via SWIFT wire transfer or cash payment via Buyer’s Refinery financial facility / Buyer’s Bank within maximum 48 hours after receiving the final assay report from Buyer’s Refinery, in the city of  Dubai.

9. NOTICES:

Any and all notices required to be given by one party to the other party to this Agreement shall be in writing and by posting the same by certified/recorded post at the address or addresses as stated copied by facsimile or email, directly to the parties referenced in this SPA (BANK DETAILS are indicated in Annex 2 to this SPA).

10. DOCUMENTS:

Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegate's arrival at the airport of destination:

a) Four originals of Commercial Invoices in favour of the Buyer;

b) Certificate of Origin;

c) Certificate of Ownership;

d) Country of export refinery/Independent Lab assay report;

e) Custom Declaration Form(s) (supplied by Buyer, if applicable);

f) Export Permit, Receipt of all export taxes payment (if applicable);

g) Declaration that the product is free and clear and of non-criminal origin, unencumbered and free of any liens, transferable and exportable;

h) Full set Airway bill, marked "air freight Pre-paid". If trial delivery to be made by hand Air Way ticket of Seller’s representative will serve as Air Waybill;

i) In addition to described above, Seller agrees to send colour scanned copies (resolution 300 dpi, JPEG) of all documents to Buyer per e-mail before date of delivery.

11. TITLE OF GOODS:

The Title to the Gold Dore Bars shall pass from the Seller to the Buyer immediately and will go into the account of the Buyer at the refinery with the necessary documents. Buyer will not take legal ownership until he has paid the agreed Price to Seller as per this contract terms after final assay from the Buyer’s indicated Refinery – Buyer’s Refinery, city of Dubai, UAE.

12. CLEAR TITLE:

Seller confirms and warrants that the Title of the Gold Bars to be sold herein will be free and clear of any and all Liens and/or encumbrances and Seller states that the Gold Bars is not of terrorist and/or criminal origin.

13. WARRANTIES:

a) The Seller is duly registered legal entity in Uganda.

b)   Seller warrants that the commodity can be lifted without restrictions to anywhere in the world.

c)   The Seller agrees to accept the final assay report from the Buyer's designated refinery in the city of Dubai, accepting payment of each lifting after final assay of AU GOLD at Buyer’s designated refinery and full set export documentation ready.

d)    The Seller guarantees that the purity of the Seller’s raw gold is a minimum of 90% purity and fineness is a minimum of 21 carats, and in complies with quality standards of raw materials to be accepted by Buyer’s for assaying.

e)   The Seller guarantees accept payment for Gold Bars quality 999.9/1000 (assayed from Seller’s Raw gold) in quantity as per indicated in Buyer’s Refinery assaying report at price as 5% discount off LBMA gold price, fixed on the shipment day, per each 1 kg assayed.

14. FORCE MAJEURE:

The parties hereto shall not be held liable for any failure to perform under the "Force Majeure" clause as regulated by the International Chamber of Commerce, Paris - France which clauses are deemed to be. Occurrence of Force Majeure event to be confirmed by certificate issued by the local chamber of commerce and industry, or by medical document, or by information in mass-media or by any other reasonable way.

15. ETHICS (NON-CIRCUMVENTION & NON-DISCLOSURE):

Both Buyer and Seller acknowledge that the harm to the other party would be substantial and therefore the Seller and Buyer agree to abide by the Customary International rules of non-circumvention and non-disclosure as established by the International Chamber of Commerce in Paris, France for a period of five (5) years from the date hereof. Said Non-circumvention and non-disclosure shall include, but not be limited to communicating with each other's banks, refiners, representatives of Buyer dealing with Customs, brokers or Buyer’s/Seller's mandate. The understanding and accord of this subparagraph will survive the termination of this Agreement.

16. BINDING AUTHORITY:

This Agreement is binding upon the parties hereto, their assigns and successors and is signed with full authority to act. The documents signed electronically and send to other Party from e-mails, indicated in this contract, as belonging to the sending Party have force  of originals up to the moment change to originals.

7. GOVERNING LAWS:

This Agreement shall be governed by and construed in accordance with the laws of France and the laws of the International Chamber of Commerce governing all matters relating to the validity, interpretation or performances of this contract. The seat of legal proceedings shall be Paris-France.

18. CONFORMITY WITH INTERNATIONAL REGULATIONS:

The Seller and the Buyer each declare to one another that the commodity offered herein for sale and the origin of the funds used for purchasing the commodity do not contravene any of the following US Laws or any other illegal or criminal activity: 

a.   The Drug Trafficking Act of 1986;

b.   The Criminal Act of 1988; 

c.   The Prevention of Terrorism (Temporary Provisions) Act of 1989; 

d.   The Criminal Justice (International Cooperation) Act of 1990;

e.   The Criminal Justice Act of 1993; 

f.    Trade Secret of 1979: Economic Espionage Act of 1993 [18 U.S.C. 1839 (3)]; 

g.   The Anti-Terrorism Act and the Patriot Act I and II.

All Parties hereto respectively declare under penalty of perjury that the money used for in the purchase of the commodity is free from all liens and encumbrances, not of terrorist/terrorist organizations’ origin.

The Seller declares under penalty of perjury that the commodity herein is freely tradable and that the proceeds from the sale shall not be used in the sponsorship of terrorists/terrorists’ activities.

Accordingly each Party to this agreement

Indemnifies each other against any such allegations, which may or may not be made in the future.

19. DISPUTES:

The Parties shall attempt to resolve any and all disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, promptly by negotiation.  If any such dispute is not resolved through negotiation within 30 days, such dispute shall be referred for resolving to the Economic court of France.

20. TOTAL AGREEMENT:

This Agreement supersedes any and all prior agreements and represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.

Any Party can use sub-contractors services, and the Party, using sub-contractors being responsible for performance in the frame of present Agreement.

21. EXECUTION OF THIS AGREEMENT:

The terms of this Agreement 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 contract. Further Buyer and seller will exchange by originals. By signing below, both parties abide by their corporate and legal responsibility, and execute this contract under full penalty of Perjury.

This Agreement executed on 12 (twelve) pages, singed electronically and to be exchanged by the parties through their e-mail addresses indicated above and each such copies has a legal force until the Parties will sign the hard copies of this S&PA in four exemplars (one copy for each Party and one for each bank of Parties).

On behalf of the Buyer            On behalf of the Seller

__________________             ________________

Date:_________ , 2017           Date: ________, 2017

Appendix #1.

Schedule of Delivery

Month

Year

Amount (kg) /-7%

February

2017

300 (three hundred) kgs

March

2017

300 (three hundred) kgs

April

2017

300 (three hundred) kgs

May

2017

300 (three hundred) kgs

June

2017

300 (three hundred) kgs

July

2017

300 (three hundred) kgs

August

2017

300 (three hundred) kgs

September

2017

300 (three hundred) kgs

October

2017

300 (three hundred) kgs

November

2017

300 (three hundred) kgs

December

2017

300 (three hundred) kgs

January

2018

300 (three hundred) kgs

Appendix #2.

Banking details of the Parties

Seller Bank details

Bank Name      

:

Bank Address    

:

Swift Code        

:

Account Number

:

Account Name & Company address

:

Telephone  

:

Facsimile        

:

Appendix #2.

Banking details of the Parties

Buyer Bank details

Bank Name        

:

Bank Address    

:

Swift Code        

:

Account Number (USD)

:

Account Name  &

Company address 

:

Telephone  

:

Facsimile:        

: