The product that the SELLER will sell to the BUYER has characteristics and specifications as follows:
- Product: Au – Dore Bars (Gold)
- Purity: 96% + (according to certificate of analysis at origin)
- Fineness: 23+ carats (according to certificate of original analysis)
- Origin: East African Community
- Quantity: Up to 1,000 Kg first delivery (additional deliveries according to the delivery schedule in Appendix B) deliveries weekly
- Price: US $ 36,000 / kg Net, US $ 45,000 / kg Gross CIF Dubai to be distributed, on receipt from Buyer’s Bank to Seller’s Bank, to the parties named in Appendix C. Payment SBLC
- Packaging: Internationally accepted metal boxes
- Origin: Nairobi. Destination: Dubai
1. EXPORT DOCUMENT LIST
- Commercial invoice
- Packing list
- Certificate of origin
- Certificate of mine ownership
- Export certificate (export license)
- Declaration that the products are free from any charge and from no criminal origin or source (letter confirmingthat the gold comes from a non-conflict zone and that the aim of the sale of gold is therefore not to finance a rebelorganization in a conflict zone)
- CEEC Certificate of Analysis All documents and the above listed certificates must be signed, notarized and issued by the competent authorities.
- Final assay report issued by Nairobi government assay office
- CONDITIONS PRECEDENT TO SPA EXECUTION
- The Buyer agrees to issue a draft SPA for Seller’s confirmation that it is acceptable to the Seller.
- The Seller agrees to receive the draft SPA and may confirm to the Buyer that they will sign and execute the SPA.
- PROCEDURES FOR SPA EXECUTION
- The details to be included by both Parties to the SPA include but are not limited to: their corporate details; a colored image of their passport; and all relevant contact and other details of their respective Bank Officers.
- Both Parties agree to sign and, with the SPA, an Irrevocable Master Fee Protection Agreement (IMFPA) that: lists the Intermediaries being the parties entitled to receive commissions earned in the transaction that is the subject of this SPA. Both parties acknowledge that they have an irrevocable responsibility to pay the parties on their respective sides of the transaction as they are listed in the IMFPA. The Buyer will make a single gross payment to the Seller for the Purchase, and the Seller accepts all Intermediaries will be paid by the Seller, irrespective of the side of the transaction each Intermediary sits.
- Upon confirmation that the draft SPA is satisfactory, the Seller agrees to provide all requested details in the draft SPA, execute it, and return to the Buyer with the documents listed under 3. EXPORT DOCUMENT LIST c) – e).
- The Buyer agrees to provide all requested details in the draft SPA, execute it, and return to the Seller, and include with this executed SPA.
Both Parties agree to lodge with their respective Bank Officers executed versions of the SPA and the IMFPA. Buyer shall pay all Commission of $9,000/Kg to Seller side (1/3 Closed) Trade Desk (1/3 Closed) and Buyer Side (1/3 Open) on separate NCNDA/IMPFA and buyer pays commissions While the Gold is still with Buyer’s Refinery, All parties shall receive their payment before ownership is transferred to Buyer.
5. The Seller agrees to send all Proof of Product documents to the Buyer’s Bank Officer and the Buyer separately and simultaneously. At the Seller’s discretion the Buyer can furnish the documents that are the Buyer’s responsibility to the Seller via his Bank Officer or direct to the Seller
3. PROCEDURES FOLLOWING SPA EXECUTION
- Both Parties agree that this SPA shall be done on a ‘Bank to Bank’ basis, subject to the operation of 4.2.6.
2. Following the lodgment of the executed SPA and IMFPA by both Parties, exchange of Proof of Product, Proof of Funds shall be by exchange of MT600 from the Seller and MT799 from the Buyer when such disclosures are made between the respective bank officers. As above, Buyer’s Bank will accept Proof of Product.
3. The Buyer shall instruct his Bank Officer to issue the Seller’s Bank Officer a letter of guarantee that the Product will be brought strictly on the condition that the Product is satisfactory upon final assay at the Refinery in Destination.
4. Both Parties agree that the exchange of these respective proofs shall be determined by best banking practices by their respective Bank Officers within the Banking Window as defined by this SPA.
5. The Bank Officers of each respective Party to this SPA are named in Appendix A of this SPA.
6. Upon both Parties being satisfied with the respective proofs exchanged in 3.2, the Seller agrees to do the following:
A) arrange, at their own expense, for the transport of Product to the Nairobi government assay office for assay, testing and verification of that the Product meets at least the specifications as set out in 2. PRODUCT DESCRIPTION a) – c);
B) obtain from the Nairobi government assay office the final assay report verifying 3.a);
C) send immediately to their Seller Bank Officer as listed this SPA the final assay report to disclose to the Buyer Bank Officer that the Product is ready for collection.
7. Upon verification of the above between the Bank Officers the Buyer’s Bank Officer shall inform the Buyer the Product is ready for shipment.
8. The Seller agrees to do all things reasonably necessary to ship the Product from the Nairobi government assay office to the Destination.
9. The Buyer agrees to accept responsibility for the Product upon arrival at the airport of the Destination and arrange for testing, verification and final assay at the Refinery of its nomination.
10. Upon the production by the Refinery of a satisfactory final assay report, the Seller agrees to issue to the Buyer a Commercial Invoice (CI) for facilitation of payment for the Product via Swift Message MT103, and the issue of such CI shall be between Bank Officers.
11. Upon receipt of the CI, the Buyer agrees to instruct his Bank Officer to make immediate payment via Swift MT103 being the Final Payment Sum that is stated on the CI.
12. Simultaneous with payment via MT103 being made in 3.11 the Seller agrees to immediately transfer title of the Product to the Buyer and register this change of title immediately.
13. Both Parties agree that upon the above steps being taken, the Seller has been paid in full for that shipment of Product and the Buyer has clear and unencumbered ownership of and title to the Product in that shipment.
14. Both Parties agree to follow these procedural steps for each shipment of Product as set out in the Schedules and Appendices to this SPA.
5. OTHER EXPRESS TERMS AND CONDITIONS
- If either of the Buyer or Seller Parties intend to change or alter their Banking Details as set out in the Appendices to this SPA, both Parties agree that the rights of Intermediaries as set out under the IMFPA remain intact.
- Both Parties reserve their rights to terminate this SPA without waiving their rights under common law.
- The Seller expressly acknowledges the Seller’s Bank Officer according to the list in Appendix C shall distribute the $36,000.
The Seller agrees to procure a policy with a first class Insurance Institute to cover one hundred and ten percent (110%) of the goods’ value, from the Product’s Origin to Destination, to be evidence.
7. NON-CIRCUMVENT & NON-DISCLOSURE
Seller and Buyer accept and agree to the provisions of the International Chamber of Commerce, 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.
8. BANKING COORDINATES
- Seller’s Banking Detail and Buyer’s Banking Detail, Appendix A
2. Only the authorized representatives of both Parties have authority to represent the Parties in matters under this SPA. Either Party reserves the right to terminate this SPA upon any attempt by an unauthorized person or third party to make contact with that Party’s respective Bank
9. BANKING PROCEDURES
The Banking communications shall be restricted between both Parties’ bank officers and shall follow the banking protocol below:
a) All communications and correspondences between representatives of both parties including information or reports shall be all in writing
b) Subject to the Provision in 4.2.6, during the process, the Seller/Buyer Bank Officer shall be able to request any other information if relevant to the Buyer’s POF/Seller POP as considered necessary, and Buyer/Seller Bank Officer shall in any case respond with such requested information in a timely manner.
c) The confirmation of the Buyer’s Funds/Seller’s Product shall be all in writing and be acceptable to the Seller/Buyer Bank Officer and the acceptance shall also be responded in writing by both Officers or by the Buyer direct where the Provision in 4.2.6 applies.
d) The Buyer’s Funds shall be positively verified and accepted that the Funds provided are genuine and exist, and sufficient to purchase the AU under this SPA CODE as stipulated in the SPA and that complies to the ICC 500/600. This paragraph is reflective of the Buyer’s expectation concerning Seller’s product verification.
e) Under no circumstances will both parties accept any unauthorized communications, including but not limited to any direct communication to Bank Officers by anyone outside of the Parties’ respective Banks.
10. ELECTRONIC SIGNING
- EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this SPA shall be: – Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
11. TIME LIMITATION
Unless otherwise agreed by the Parties, within 10 banking days following the signing this SPA, the Buyer’s and Seller’s Banks are obliged to provide the Seller the Proof of Funds and the Buyer Proof of Product for verification and authentication. Should the Buyer/Seller or their Bank fail to provide the Authorization to Verify the Buyer’s Funds or Seller’s Product within the 10 banking days following this SPA, this SPA will be automatically rendered null and void, without any written notification.
12. ARBITRATIONS AND APPLICABLE LAW
- This contract is a purely commercial agreement concluded in accordance with international rules relating to thepreparation, interpretation, execution of legality and any other problem concerning the execution of this contract,including the standards of honest and customary confidentiality adopted by the International Chamber ofCommerce (ICC), as well as the temporary suspension of deliveries due to force majeure. If the PARTIES fail to reach agreement on any aspect of the performance of this contract; the PARTIES agree to submit the matter to the New York International Arbitration Center (NYIAC).
- This contract will be governed by and interpreted in accordance with the laws of the USA
- Each of the PARTIES has, here, the full legal authority of the company to execute this contract and, therefore, tobe fully bound to the terms and conditions therein. INCOTERMS 2000 stipulates that contracts (electronictransmission of documents) are legally binding.
- The Conditions will apply and will be deemed valid and enforceable by either of the PARTIES and each partywill be able to request a paper copy of the contract or any previous copy transmitted electronically.
- If a dispute or controversy which may arise in connection with or following a provision or provisions of this contract, is not settled amicably between the PARTIES, it will then be resolved by the conciliation rules andarbitration of the International Chamber of Commerce in New York, USA.
- The proceedings will be conducted as an arbitrator in accordance with the rules of arbitration of theInternational Chamber of Commerce (ICC). The arbitration procedure will be conducted in English.
- Any arbitral award will be enforceable in accordance with the rules of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
- A judgment on the sentences rendered may be rendered before the said courts or any other authority for judicialacceptance of the sentence and an enforcement order as the case may be.
- After the court has rendered a verdict, this contract can be terminated and the winning party will be compensated for costs and damages
13. FORCE MAJEURE
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity [or telephone service] in such circumstances.
Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
14. ADDENDA AND ANNEXES
This SPA Addenda shall form a part of this SPA together with any future addendums and annexes which have been duly signed by the two main signatories of this SPA.
15. ALTERATION OF SPA
Any changes, alterations or substitutions shall not be permitted unless the same shall be notified and in writing and signed by both signatories. Such alterations may be sent to the other party via fax or email and shall be binding and concluded with legal liabilities between the Parties to this SPA.
Buyer Must submit LOI with buyers full details in acceptance of procedures, supplier will issue FCO and once it is signed, he will organize meeting right away.
CALL +1-754-250-9100 NOW OR EMAIL US VINCE@MADNOX.COM
QUALITY: 22 carats plus or better
QUANTITY: 500kgs monthly
PURITY: 95% plus or better.
ORIGIN: Ghana-West Africa.
PRICE: –16%/-13% off LBMA, 3% commissions as follows:
1% Seller Side (Closed), 1% Trade Desk (Closed),
1% Buyer Side (Open)
PAYMENT: Via swift (MT103) transfer made to Seller’s bank account by Buyer upon receipt of Final product assay report within one (1) banking day for each delivery.
- Buyer and Seller sign the Sales and Purchase Agreement (SPA), where delivery protocol is delineated. Each page must be initialed.
- Buyer’s Bank issues a RWA via MT799/199 to issue the SBLC via SWIFT MT760 to Seller Financial Bank. The SBLC will be for one year and one day.
- After receipt and authentication of the RWA, Seller Financial Bank confirms via MT199/799 readiness to receive the SBLC via SWIFT MT 760.
- Buyer Bank issue the SBLC via SWIFT MT 760 to the Seller Financial Bank. Seller issue Performance Bond (2% PB)
- Within 5 (Ten) banking Days, Seller notifies the Buyer of the first delivery with all export documents.
- Upon Buyer’s confirmation of readiness, Seller flies together with the Gold to Buyer’s choice of destination where Buyer shall wait for Seller at the Airport to clear and handle all import taxes as well as further fees related to Gold delivery to Buyer Refinery. All export costs of the Gold from Seller’s Country to Buyer’s designated Country Airport, shall be borne by the Seller; and all cost from Buyer’s designated Country Airport to Buyer Refinery shall be handled by the Buyer.
- Upon final assay at Buyer Refinery, in under 24 / 48 (twenty-four / forty-eight) banking hours, Buyer transfers payment to Seller’s bank account. All commissions are paid to intermediates’ bank account simultaneously.
- Upon confirmation of payments, Seller releases ownership to Buyer and the Refinery releases the Gold to Buyer.
- Certificate of Origin /original and copies. CIF
- Certificate of Ownership / original and copies. CIF
- Refinery Assay Report for Shipment / original and copies. CIF
- Commercial Invoice / original and copies. CIF
- Export permits / copies. CIF
- Airway Bill / original and copies. CIF
- Packing list / original and copies. CIF
Buyer Must submit LOI with buyers full details in acceptance of procedures, supplier will issue FCO and once it is signed, SPA will be issued to the Buyer