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					DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012



Off-market Private Sale and Purchase Agreement

Bullion / Dore Gold Bars



This Private Sale and Purchase Agreement and Bullion / Gold Dore
Bars (Gold), hereby designated (agreement) is concluded, signed
and executed this 12. Day of April 2012 by and between the
following parties:



Seller Company Name:
_____________________________________________

Address:
________________________________________________________

Log in Brazil:
_____________________________________________________

Represented by: ________________________________________

Passport №: _______________________ (nationality)

Title: ___________________________

№ Tel: + _____________________________

Email: ______________________________




[Hereinafter referred to as the "seller / SIGNATORIES"]



and



Buyer Company Name:
_____________________________________________

Address:
________________________________________________________

Log in Brazil:
_____________________________________________________

Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

Represented by: ________________________________________

Passport №: _______________________ (nationality)

Title: ___________________________



№ Tel: + _____________________________

Email: ______________________________




[Hereinafter referred to as the "buyer / SIGNATORIES"]

Follow the seller and buyer referred to collectively as
"PARTIES"




WHEREAS, the seller with corporate authority and responsibility
certifies, represents, warrants and make a firm and irrevocable
commitment that it can meet the requirements of this Agreement
to sell and deliver the product mentioned herein on a timely
basis in accordance with planned and agreed by following
signatures, if any out of a natural, as in the rainy Brazil.



WHEREAS, the Seller warrants, with full responsibility, under
penalty of perjury or fraud, which is legally in possession or
who has the authority to sell and deliver the product specified
below, free of any liens or encumbrances that do not have
criminal or illegal.



WHEREAS, the buyer with full corporate authority and
responsibility certifies, represents and warrants to make a firm
and irrevocable commitment that they can purchase the product
mentioned herein on a timely basis in accordance with planned
and agreed by the signatures below,




Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

WHEREAS, the buyer confirm with full responsibility, under
penalty of perjury or fraud, which is ready, willing and capable
of buying the product, he said.



WHEREAS, the buyer and seller, each with full corporate
authority, certifies and warrants that each can meet the
requirements of this Agreement and, respectively, provide the
products and funds referred to herein, in time and as agreed for
the future; and




WHEREAS, the buyer and seller agree to finalize and execute this
contract, the terms and conditions set forth below



SO;

Taking into account the mutual promises, agreements, terms and
conditions of this agreement, the statements and agreements
herein and other good and valuable considerations, receipt of
which is hereby acknowledged, the parties mutually and
voluntarily agree as follows:




1. EXTENSÃODO CONTRATO:

1.1 The seller, under the legal authority and responsibility,
represents that he is entitled and qualified to sell liquid gold
ore, delivered to a minimum purity of 92%, or 22 + carats.

1.2 The Buyer under the authority and corporate responsibility,
represents that he has full financial capacity to buy gold and
pay for it, once delivered, and refined product, and then
transformed into a purity of 99, 95%.

1.3 This Agreement is not transferable, non-transferable by both
/ either party unless agreed in writing.

1.4 The seller does not need to submit all the paperwork for
CMMP, as license covers buyer's Purchase, Sale, Import, Export,
mining, etc., the seller delivers to the purchaser by the


Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

purchase of the license buyer and the buyer will refine the
gold.




2. COMMODITY SPECIFICATIONS :

COMMODITY: UtaliumAurum (AU)

FORM: Bullion.

Purity: Deliveredat24 + carats

SIZE: 99.95% + Delivery in parts per thousand fine gold or
better.

ORIGIN: Mato Grosso, Brazil.




Quantity: 400 kgs with initial delivery of the first installment
within 60 days and continuous contract of 400 kg per month every
thirty or forty days maximum during the 24 months with the R & E
with the same terms and conditions of this agreement.

THE NET SALES PRICE: The price listed on the last day
www.kitco.com without discount, the price agreed on the basis of
recoverable gold in 99.95% + 24 carats.

LBMA-London 8% gross and 5% and 3% Net commissions (1.5% sell-
side and buy side 1.5%

PAYMENT: Payment shall be by SWIFT or Bank Draft final report.

Note: Buyer issue a SBLC (a bank guarantee)

 CALCULATION: The payment equals (test weight, purity 99.95%) x
daily rate of U.S. $ (-) no discount, 0.00 per kg, converted at
the exchange rate prevailing in CEDIS actual or U.S. $.




3.DELIVERY

 3.1 buyer has eight hours of the test is therefore no supply
received after 09:30 hours the place of delivery must be
regarded as an assay to the next day and, therefore, payment on
the following applies.

Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

3.2 Name and address of the purchaser shall be indicated in the
Commercial Invoice, as follows:

Account number ::
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx



3.4 Further deliveries and the frequency to be agreed with the
same terms and conditions.

3.5 All costs are paid by the buyer at the refinery.



4. PAYMENT:

4.1 payment with value date the same day of issuance of the
final report of the test, the test report is issued on the day
that there is still substantial banking hours remaining for the
buyer to release the payment, or half-day days following the
test, if the test report was issued by the end of banking hours
of the day or at a time when the buyer does not have time to
release the payment on the same day.



4.2 Payments can be made in dollars or reais, according to the
contract. Same day, Wire Transfer or Certified Check, which is
the preference of the seller. To be paid in U.S. dollars, the
seller must have an account in USD, locally or internationally.
International transfers are an option.

4.3 The BUYER will be responsible for all charges payable within
the refinery.

4.4 The Parties agree to accept the result of each test trial as
confirmed by the Final Test Report Test Certificates.

4.5 The agreed purchase price will be paid in full based on the
weight final Test Report, 99.95% purity.

4.6 All TT / transfers (for international payments), bank fees
should be charged to the accounts at cost beneficial.



5. DOCUMENTS:

Each delivery must be identified with the transaction code, the
Vendor Code and the Code stipulated the buyer and must be
accompanied by the following documents listed below.


Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

5.1 Two (2) copies of commercial invoices in favor of the buyer.

5.2 Certificate of Origin.

5.3 Certificate of Ownership (1 Original).

5.4 Movement Certificate stating that the gold is free and clear
and non-criminal origin, free and clear of any liens,
transferable and exportable and is (1 Original).

5.5 Test Report, if available.




6.PROCEDIMENTOS DEAPLICAÇÃO:

6.1 Buyer and seller sign the Contract of Sale, where the
delivery protocol is lined out. Each page initialed.

Store 6.2 provides a procedure of gold delivery as follows:

6.2.1 Upon arrival, the gold goes to the refinery UNICORE

6.2.2 The gold is delivered and weighed. Voucher completed
stating the weight. (The gold is owned by the seller until the
payment and transfer of ownership).

6.2.4 seller and buyer's representative to go to the casting
office for the test, or defundição.

7.2.5 The seller and buyer will receive the full report
Facilitator test, showing the weight start to say, the final
weight, karat / purity.

7.2.6 The gold is deposited in the account of the buyer until
payment is made.

7.2.7 The seller and the buyer to proceed with the Facilitator
XXX Bank where the Bank Director or Officer of the refinery,
Seller agreed price paid per kilogram recoverable as per the
price the seller on this contract.

7.2.8 Upon receipt of payment of the possession of gold will be
transferred to the buyer.

7.3 SELLER shall ensure that the refinery delivery by mail, fax
or a certified copy of the Final Report of the test for each lot
to the buyer and the seller to immediate acceptance.


Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012



8. INFORMATION:

Any and all notices required to be given by one party to another
part of this Agreement shall be in writing and publishing the
same by registered or certified mail at the address or addresses
as indicated on the cover here and copied by fax or e-mail ,
directly to the parts referenced herein.




9.BUYERS BANK DETAILS :

Payment will be made in the form of a rapid transfer or
Certified Bank Check. Please specify preference. Payment via
SWIFT Bank of buyer should be sent to the bank of the seller, as
follows:




Banking Coordinates vendor to receive a wire transfer:

Name of Bank: _______________________________________________

Bank Address: _______________________________________________

Account Name: _______________________________________________

Account Number: _______________________________________________

SWIFT Code: _______________________________________________

Name of bank official:
_______________________________________________

№ Phone: _______________________________________________

№ Fax: _______________________________________________



                                FEES WILL BE PAID BY THE SELLER




Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

Data Bank Managers' Purchase and Sale to receive a wire transfer
as payment of commissions, the duration of the contract as ICC:

Xxx% Total Commission



Name of Bank:

Stock Address:

Account Name: r

Account Number:

Code of Agency: Account Number:

Name of Account Manager:

№ Phone:




Data Bank Managers' Purchase and Sale to receive a wire transfer
as payment of commissions, the duration of the contract as ICC:

Xxx% Total Commission

Bank Name: xxxxl

Bank Address: xxxxxx

Account Name: xxxxxxxxxxr:

Agency's Code: xxxxxxxxxxxxxxxxx

Account Number:xxxxx-2 SWIFT CODE ECONOMIC CASE: xxx

Name of Account Manager: xxxxxx -

email: agxxxxxr

№ Phone:               +xxxxx



Data Bank Managers' Purchase and Sale to receive a wire transfer
as payment of commissions, the duration of the contract as ICC:



Xxx% Total Commission



Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

Name of Bank:

Stock Address:

Account Name: xxxxxx

Account Number:

Code of Agency: Account Number:

Name of Account Manager:

№ Phone:




10. APPLICABLE LAW AND JURISDICTION:

Any legal action or proceedings relating to this Agreement shall
be adjudicated under the laws and local ICC. If a party does not
perform exactly within the terms and conditions of this
Agreement, the other party must give notice of non-compliance,
leaving the default must fulfill its obligations within seven
(7) days or this Agreement shall be canceled without notice
advance. This Agreement shall be governed by the Uniform
Commercial Code, as interpreted by the Federal Laws and Courts
in the interpretation adopted by the International Chamber of
Commerce (ICC).



Any disputes arising out of or under this Agreement or related
to any agreement concluded as a result of this Agreement shall
be settled by arbitration. The seat of the Arbitral Tribunal
shall be under the Rule of Conciliation and Arbitration of
International Chamber of Commerce Arbitration, and the English
language is the language of the contract and process.
Jurisdiction and place of arbitration shall be in England under
the laws of the Government of England.



11. JOINT STATEMENT:

The seller and buyer declare each other that the AU Commodity
offered here for sale, and the source of funds used to purchase
the product of the AU, does not violate: The Law of Crimes of
Trafficking in Drugs of 1986, the Criminal Law 1988, the
Prevention of Terrorism (Temporary Provisions) Act 1989, the
Criminal Justice (International Cooperation), 1990, the Criminal

Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

Justice Act 1993 and the Money Laundering Regulations 1993 or
any other illegal or criminal activity. And according to each
party to this agreement indemnify each other against these
claims or that can not be done in the future.




12. COPIES facsimile and communications:

This Agreement is accepted to be legal and binding on both
parties executed and faxed and / or direct mail to those
interested the numbers contained in this agreement.



A properly executed facsimile and / or electronic communication
of this document should be the equivalent of an original
document signed, and should be legally binding and enforceable
under international law.



13. FORCE MAJEURE:

The Contracting Parties shall not be liable for any failure to
perform under the title "Force Majeure" clause, governed by the
International Chamber of Commerce, Paris - France, that the
clauses are deemed to be incorporated herein.



14. CLAUSE REDUCTION:

If any provision or provisions of this Agreement shall be
invalid, illegal, unenforceable or in conflict with the law of
any jurisdiction, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired.



15. ETHICS: (non-circumvention and non-disclosure):

Buyer and Seller acknowledge that the damage to the other party
would be substantial and therefore the seller and the buyer
agrees to comply with the Rules of International Customary non-
circumvention and nondisclosure established by the International
Chamber of Commerce in Paris, France a period of 05 (five) years
from the date hereof. Said no to tax evasion and



Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012



non-disclosure shall include, but are not limited to
communicating with each other banks, refineries, and
representatives of the buyer to deal with customs, broker or
seller's mandate. The understanding and agreement of this
paragraph shall survive termination of this Agreement.



16. TOTAL AGREEMENT:

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



17. SIGNATORIES:

Each party confirms the same, with full legal responsibility,
each has the legal authority and legitimate for the full
implementation of this Agreement and, therefore, all terms and
conditions shall be fully binding. The parties have executed
this Agreement in good faith, and each must use its best efforts
with the spirit of full cooperation readily achieve the
objective set forth herein. A facsimile of this Agreement shall
be deemed fully executed legally binding in accordance with the
parties and here to include his heirs, executives,
administrators and assigns.



18. TERM OF AGREEMENT:

This Agreement shall automatically terminate in the event of
non-delivery on the delivery date agreed between the parties.
The parties may agree to extend this agreement in writing,
attaching a separate addendum.



19. Execution of this Agreement:

The terms of this agreement will be confirmed and signed by the
buyer and the seller, via fax or email. Said executed facsimile
or e-mail is required and begins and ends the legal
responsibilities between buyer and seller of this Agreement.




Seller Initials:
Buyer Initials:
DRAFT PRIVATE SALE AND PURCHASE AGREEMENT OF METAL AU
CIF TEST CASE FOR IMMEDIATE PAYMENT OF DUST
Contract Transaction Number: xxxxxxxxx 18/04/2012

Both parties, buyer and seller have read and accepted all the
terms of this Agreement.



BY SIGNING BELOW, fully aware of the act of fraud, both parties
to fulfill their legal responsibilities and business of this
Agreement.



Seller: __________ (COMPANY) _________________

By: Mr. ____________________________________________

Date: ___ th. April 2012 Purchaser: _________________________
Ltd

By: Mr. __________________________________________

Date: ___ th. April 2012

Signed and sealed: _______________________________

Passport №: _________________________

Vendor authorized signatory

Signed and sealed: _______________________________



Buyer Authorised signatory




DOCUMENT **** End ****




Seller Initials:
Buyer Initials:

				
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