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SALES AND PURCHASE AGREEMENT

VIEWS: 69 PAGES: 12

									Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration




          SALES AND PURCHASE AGREEMENT
                                            IS ENTERED

                            THIS 15TH DAY OF APRIL 2011.

                                      BY AND BETWEEN

Company :
Address :


Tel :                      +
Fax :                      +
Represented by :           Mr.
Passport Nº :
Mobile :                   +
e-mail :

being duly appointed as Seller hereby guarantee with full legal responsibility that I have
in my possession and sole-authority to sell and deliver the commodity as stipulated
hereafter in this agreement,

                       HEREINAFTER REFERRED TO AS “SELLER”;

The Seller appoints with full corporate responsibility as his legal MANDATE :

Company :
Address :



Represented by :           Mr.
Passport Nº :
Mobile :                   +
e-mail :

             HEREINAFTER REFERRED TO AS “SELLER’S MANDATE”;

Company :
V.A..T.



Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration


Address :


Tel :                      +
Fax :                      +
Represented by :           Mr.
Passport Nº :
Mobile :                   +
e-mail :

being duly appointed as Buyer hereby guarantee with full legal responsibility that I’m
ready, willing and able to buy the commodity as stipulated hereafter in this agreement
and that I’m fully authorized to transfer the funds for this transaction,

                    HEREINAFTER REFERRED TO AS “BUYER”;


                     FOR THE FOLLOWING TRANSACTION
                    Hereafter identified as TRANSACTION CODE NUMBER : AU/FI/AR/1103

Hereinafter; the Legal Tender of the United States of America the “United States
Dollar” shall be referred to as USD;

Hereinafter; the Legal Tender of the European Union the “EURO” shall be referred to
as EUR;

Hereinafter; the London Bullion Market Association shall be referred to as LBMA;

Whereas, the Seller is currently holding Gold Dust (AU) in GHANA, that is free of
liens and encumbrances, freely tradable and exportable, of non criminal and non
terrorist origin;
Whereas, the Buyer confirms that he is ready, willing and able to purchase the above
mentioned merchandise and pay to the Seller for them in good, clean and freely
tradable USD or EURO that are of Non Criminal and Non Terrorist origin;
Furthermore, the Buyer and Seller fully understand and acknowledge each other’s
capacity to carry out this Transaction and thus enter into this agreement as detailed
hereinafter.

                                             END OF PREAMBLE




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration

                                           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/Purchase the below mentioned
Commodity from The Seller.

1.1      COMMODITY.
         Gold Bullion (Au).

1.2      FORM.
         Pre bars or Bars of 1 Kilogram

1.3      FINENESS.
         Minimum fineness of 999.5 parts per thousand of Fine Gold, and above.

1.4      AGE.
         New.

1.5      HALLMARK.
         None (as accepted by the Buyer)

1.6      DOCUMENTS.
         a.  Airway Bill
         b.  Pro Forma Invoice or Commercial Invoice.
         c.  Pacing List
         d.  Certificate of Origin.
         e.  Certificate of Weight List.
         f.  Assayers Report.
         g.  Customs Clearance.

1.7      LOCATION.
         Accra / Ghana.

1.8      DELIVERY.
         CIF to buyer.

1.9      QUANTITY.
         Minimum ........... Kilograms to be delivered in monthly tranches.

1.10     MINIMUM TRANCHE.
         Five (5) Kilograms for a min .total of ....... (.....) Kilogram per month.

1.11     PURCHASE PRICE.
         The agreed purchase price is the LMBA fixing of delivery date minus ...%
         discount per Kilogram in USD, CIF to the buyer. All duties, taxes, import

Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration

         licence fees and all other expenses, including refinery out of Ghana are on
         Buyers account.

1.12     COMMISSIONS.
         None


1.13     PAYMENT INSTRUCTIONS.

1.13.1 Buyer shall open a BANK GUARANTEE for the amount of X.000.000,- USD
       (............................. THOUSAND US FOLLARS) within 5 banking days after
       receipt of this SPA OR Buyer makes a DOWN PAYMENT of Minimum 10%
       (TEN) of the total amount of 1 monthly shipment.
1.13.2 Buyer shall immediately pay to the Seller, after Final Assay Report of the
       Refinery, the full amount of the total value in accordance with the weight as
       stated in the aforementioned Certificate, on basis of the agreed sales price.
       All payments shall be made by Irrevocable and Unconditional SWIFT to
       Seller’s Bank Account as indicated in Addendum-1, or any Bank Account as
       instructed by Seller.


1.14     TRANSACTION CURRENCY.
         The transaction currency shall be the USD or the EUR.

1.15     TRANSACTION PAYMENT.
         By Unconditional Swift, for an amount as mentioned under 1.13.2. Transfer of
         ownership will be against full payment confirmed by Sellers bank (1.13.2).

1.16     SOFT PROBE.
         Not applicable

1.17     PROOF OF PRODUCT.
         Seller shall issue Proof Of Product by the Airway Bill issued by the carrier,
         with reference to Confirmation Of Contract Number : AU/GH/110401-01

1.18     DURATION OF AGREEMENT.
         This Agreement shall expire after Ten (10) Banking Days from signing if
         Article-2.2 of Section-2, has not been completed. Extensions shall be according
         to this Agreement, and executed under the same terms and conditions.

         This agreement shall be valid for a period of Sixty (60) weeks from the date of
         the first delivery if Article-2.2 of Section-2 has been successfully completed.
         There will be no deliveries during the holidays.

                                             END OF SECTION-1




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration

                                           SECTION 2.
TRANSACTION PROCEDURES.
2.1  Seller and Buyer shall sign this agreement in their own offices or through their
     mandates, and exchange Four (4) originals Two (2) sets to Seller and Two (2)
     sets to Buyer. A TTM can be arranged if so required. Electronic signatures are
     accepted and are legally binding.

2.2      Thence, within max. Five (5) Banking days, Seller’s Bank makes Down
         Payment or issues BG,

         NOTE: Telephone call shall be initiated by the Sellers Bank Officer. The Buyer
         shall inform the Sellers Legal Representative, when the Telephone Call is to
         commence.

2.3      Thereafter, and within three (3) banking days, Buyer shall present full details of
         the refinery to the Seller or will use Seller’s contact in Antwerp - Belgium.
           2.3.1  Seller shall establish a commercial relationship with the refinery and
                  open a deposit account (if so needed)
           2.3.2  All deposits will be made in the name of the Seller and the gold will be
                  blocked in favour of the Buyer until full Payment is received by Seller.
           2.3.3  The title of ownership will automatically be transferred to the Buyer
                  against payment of the full amount as mentioned under Terms and
                  Conditions Section 1.13.
           2.3.4  If the full payment is not paid after verification by the refinery, the
                  transaction and contract are automatically cancelled and the Seller will
                  claim from the Buyer an indemnification of 50.000,- €
           2.3.5  If the product, delivered to the refinery is not gold, the transaction and
                  contract are automatically cancelled and the Seller will pay to the
                  Buyer an indemnification of 50.000,- € if can be proved that Seller is
                  to blame for the failure.

2.4      Thereafter, and within three (3) weeks,, the Seller will send the first shipment in
         accordance with all Terms, Conditions and Procedure as before stated.

2.5      Thereafter, the Buyer shall transfer the full payment to Sellers Bank
         immediately after final Assay report issued by the refinery;

2.6      After confirmation of this payment, Seller will immediately transfer the title of
         ownership to the Buyer.

2.7      The Tranche shall be considered closed when Article-2.6 has been completed.
         Rolls and extensions will commence in accordance with all Terms, Conditions
         and Procedure as before stated.
                                             END OF SECTION-2



Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration


                                              SECTION 3.

NOTWITHSTANDING CLAUSE
3.1   Notwithstanding all Articles mentioned herein this agreement, Buyer must
ensure that the full agreed payment due to Seller is paid immediately to Seller upon
Buyer’s Acceptance or Possession of Seller’s Gold Bullion (Au) currency.

                                           END OF SECTION-3



                                              SECTION 4.

ADDENDUMS AND ANNEXES
4.1    The following Addendum-1, 2, 3, and 4, forms part of this Agreement together
with any future Addendums and Annexes which have been duly signed by the two main
signatories of this agreement.

                                           END OF SECTION-4



                                           SECTION 5.
DEFINITIONS.
5.1      ALTERNATION OF AGREEMENT.
Any changes alternation or substitutions shall not be permitted unless the same shall be
notified in writing and signed by both Signatories. Such alternation which can be sent
to the other Party via Facsimile or E-mail and shall be binding and conclude with legal
liabilities between the two Signatories of this Agreement.

5.2    ARBITRATION.
Any dispute arising from this agreement or any subsequent amendments thereto relating
to the quantity and or quality delivered here under shall be settled amicably. The
Signatories agree that in the event of any Lawsuit under these agreements, such shall be
brought only in the court of Luxembourg

5.3     NOTIFICATION.
Notification shall be giving to the Signatories of this agreement as required herein by
personal service or by registered or certified mail, with the receipt requested to such
Party at the address as each Party may advise the other by written notice.

5.4    RESTRICTIVE COVENANTS.
This agreement must be kept strictly Confidential and must not be shown, copied,
electronically mailed (e-mailed) to any third Party except Banks and authorities directly

Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration

involved in the transaction. Unauthorized possession of this agreement shall be deemed
as a Breach of Confidentiality.
                                             END OF SECTION-5




                                         ATTESTATION
IN WITNESS WHEREOF the undersigned have read this document carefully and have
initialled all pages of this Agreement, including Addendums, and fully understand and
agree that its execution constitutes an acceptance of all of its mutually protective
covenants, terms and conditions, and is lawfully binding upon Buyer and Seller, and
their legal heirs, successors, representatives and assignees.

SELLER.                                                 BUYER.
I, MR. Marc DE COCK                                     I, MR.
hereby affirm the information provided                  hereby affirm the information provided
by me herein is accurate and true.                      by me herein is accurate and true.
Signed this 15th day of April, 2011.                    Signed this 15th day of April, 2011.




_________________________                               _________________________
(Sellers, Signature )                                   (Buyers, Signature )
Name : Mr. Marc DE COCK                                 Name : Mr.
Passport Number : EH514212                              Passport Number :
Country of Issue : Belgium                              Country of Issue :




WITNESS FOR THE SELLER.                                 WITNESS FOR THE BUYER.
Signed this 15th day of April, 2011.                    Signed this XX day of [Type text], 2011.




_________________________                               _________________________
(Signature )                                            (Signature )
Name : Mr.                                              Name : Mr. [Type text]
Passport Number :                                       Passport Number : [Type text]
Country of Issue :                                      Country of Issue : [Type text]



                                           END OF ATTESTATION



Seller’s Initials                        Seller’s Mandate Initials                          Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration




                                       ADDENDUM - 1.
SELLER BANKING DETAILS
SELLER TRANSACTION BANK

BANK NAME                              STANDARD CHARTERED BANK
BRANCH


ADDRESS                                ACCRA
                                       GHANA
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER                           MR.
BANK PHONE NUMBER
BANK FAX NUMBER


                                             END OF ADDENDUM-1




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration



                                       ADDENDUM - 2.
BUYER BANKING DETAILS
BUYER TRANSACTION BANK

BANK NAME
BRANCH



ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
BANK PHONE NUMBER
BANK FAX NUMBER



                                           END OF ADDENDUM-2




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration



                                       ADDENDUM - 3.

                    BANK GUARANTEE SAMPLE – SHORT FORM




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration


                                           END OF ADDENDUM-3




                                       ADDENDUM - 4.
                     DELIVERY SCHEDULE – QUANTITIES


Month 1 :                  .... kilograms

Month 2 :                  .... kilograms

Month 3 :                  .... kilograms

Month 4 :                  .... kilograms

Month 5 :                  .... kilograms

Month 6 :                  .... kilograms

Month 7 :                  .... kilograms

Month 8 ;                  .... kilograms

Month 9 :                  .... kilograms

Month 10 :                 .... kilograms

Month 11 :                 .... kilograms

Month 12 :                 .... kilograms


                                           END OF ADDENDUM-4




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials
Contract Number : AU/GH/110401-01

Transaction Code : AU/ZG/TMS/1104

This contract is for the Buyer stated below and is not for circulation. There are to be no changes to this
document otherwise it is considered null and void. However you can add text to this document or
clause’s to this document for consideration


                                       ADDENDUM - 5.

                                     PASSPORT SELLER


                                       ADDENDUM - 6.

                                      PASSPORT BUYER




Seller’s Initials                       Seller’s Mandate Initials                           Buyer’s Initials

								
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