• TRANSACTION COSTS, SECURITY, EXPORT AND IMPORT COSTS

• The Buyer shall be responsible for their own taxes, import levies, duties, bank fees, charges and all other institutional costs that may be incurred related to the transaction herein in the execution of their respective duties and obligations. Clearance of all taxes, duties and logistics at the Buyer’s destination shall all respectively be organized and be borne by the Buyer.

• The Buyer shall be responsible for all cargo related duties, charges and taxes at the Delivery Port unless otherwise stated herein.

• The Seller shall be responsible for all cargo export charges at the Loading Country unless otherwise stated herein.

• BUYER PAYMENT COMMITMENT

• The Buyer shall inspect the Goods as soon as possible on arrival at the Assayer. On completion of the inspection, the Buyer shall issue and sign a Cargo Receipt, which shall be considered acknowledgement of receipt of the Goods in their state at Delivery. The acknowledgement of receipt of the Goods shall have no bearing on the Buyer’s acceptance of (a) the actual quality of the goods, or (b) the actual weight of the Goods, which shall be determined by the Assayer.

• The Assayer shall perform an Analysis of the Goods to ascertain the quality. The Buyer shall pay the fees of Assayer.

• The Assayer shall issue a Certificate of Assay stating (1) the full results of their quality analysis, and stating (2) the full results of their weight analysis. The results stated in the Certificate of Assay shall be final and binding on the parties save for fraud or manifest error.

• And if the reporting is matching with signed agreement, then the buyer has no right to cancel the purchase and this SPA becomes irrevocable and unconditional upon the successful initiation of the transaction referenced above.

• Buyer agrees that he is financially capable to close this project. Once the contract is signed and Buyer fails to issue the bank instrument under 10 days, or Buyer changes his mind to purchase the Gold subject to this Contract, Buyer shall pay to Seller 2% as the cost of Seller securing the Gold for Buyer.

• Once the Gold arrives at Buyer’s designated Country if the Buyer changes mind to purchase, he shall then pay all export charges to seller in addition to cost of re-exporting back the Gold to its import origin, plus 15% of the total sales value.

• After the SPA is signed by both Seller and Buyer, the party who changes mind or fails to perform shall be responsible to pay the total commission of one (1) year to all involved intermediates as per the terms of the SPA.

• DOCUMENTS

• Seller confirms that, all documents given to Buyer are 100% genuine and so is the Gold delivered.

• Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers (Transaction, Seller and Buyer Codes) stipulated herein.

• Seller must provide the following documents to Buyer prior to arrival of goods or when delegates arrive at the airport of destination. Said documents must be issued in the English Language.

• Commercial Invoice: issued by Seller: 2 originals and 2 original copies showing Contract Number, description of Goods, packing list, unit price, total amount, and gross/net weights of the goods.

• Packing List: One (1) original and three (3) copies issued declaring gross and net weight, number of units, and the Number of the Airway Bill.

• Certificate of Origin: one (1) original, and three (3) copies.

• Certificate of Ownership: One (1) original and three (3) copies issued.

• Export Certificate: One (1) original and three (3) copies issued.

• Airway Bill: One (1) original and three (3) copies issued.

• Declaration that the goods is free and clear of encumbrance and of none criminal origin and source.

• Certificate of Analyses Report issued by Laboratory of India Geological Department of (country of origin).

• PAYMENT AND SECURITY PROCEDURES

• The commodity is booked in with the refinery in the name and ownership of “The Buyer” under the account of The Buyer.

• Final payment is made immediately after the final assay test acceptance.

The Actual Selling Price of Final Commodity is according to:

• The Gold (Au) Unit Price of The LBMA Gold figure, and

• The figure is based on the Day Low Price of the LBMA Gold figure at 12:00pm on The Actual Transaction Day.

• A copy of the refineries’ final assay report will be provided to the Seller prior to payment being made.

• INTERMEDIATE FACILITATORS

Both Buyer and Seller admit that the below mentioned intermediates are the individuals or companies that introduced the two parties. Therefore, regardless any other remuneration plan that might be active between parties and intermediates, parties herein jointly agree to pay to intermediates, a revolving commission rate of 3% of the entire transaction value as stated on this SPA; with rolls and extensions.

• IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

• We the undersigned herewith referred as the Buyer and the Seller, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in this contract.

• We, the PARTIES, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries named below; furthermore, We, the PARTIES, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 72 ( seventy two) hours after the date of closing and completion of each and every shipment of the product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuing bank.

• We, the PARTIES, agree to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the annex. Forming part of this agreement. It is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this IMFPA acts as an integral part of it.

• We the undersigned being the PARTIES named legally authorized representative as stated within the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in USD currency to beneficiaries.

• TERM & master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the BUYER and the SELLER.

• This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of one (1) Years, with rolls and extensions, from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.

• All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed & in any number of counterparts all of which shall be taken together and shall constitute as being one & the same instrument.

• Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.

• Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement.

• PARTIAL INVALIDITY

The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.

This agreement is signed and accepted by parties named below.

• NOTICES

Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to this Agreement shall be sufficiently made in writing and sent by post, email, postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission directly to the address of the party specified for this purpose in this Agreement.

• CONFIDENTIALITY & NON-CIRCUMVENTION

• The Buyer and Seller undertake to maintain absolute and total confidentiality concerning this contract, except where legal or statutory requirements require otherwise.

• 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 Years, with rolls and extensions, from the date hereof.

• All parties herewith declare, not to circumvent each other in this transaction, not to bypass or try to circumvent by having direct contact with third parties introduce by each other.

• This Fee Agreement is valid during all transactions, inclusive of all replacements, extensions, or additional arrangements.

• This document officially commits all parties and also their employees, shareholders, partners, workers and all other involved people. All the rules & regulations of ICC 400/500/600 regarding confidentiality, non-circumvention and non-disclosure apply to all the parties of this agreement and said rules & regulations shall remain in full force for a period not to be less than 10 Years, with rolls and extensions, from the date of this agreement.

• In case the above mentioned contract has expired after the period of 10 Years, or has not been officially extended and has ceased to be in force, this Fee/Commission Agreement will be considered null & void.

• GENERAL PROVISIONS

• The parties hereby agree that this Agreement shall become valid and operational if and when signed and sealed in counterparts and until both parties have fulfilled their obligations.

• This Agreement and all information obtained by one party from the other party shall be treated as confidential.

• The headings appearing in this Agreement are for convenience only.

• Any modification of addition to this Agreement shall be made in writing.

• FORCE MAJEURE

• Neither the Seller nor the Buyer shall be responsible for any failure to fulfill their respective obligations under this Agreement if fulfillment has been prevented or curtailed by any circumstances whatsoever which are beyond the reasonable control of the Seller or the Buyer as the case may be including without prejudice to the generality of the foregoing.

• Compliance with any order, demand or request of any government or of any international, nation, port, transportation, local or other authority or agency or of anybody or person purporting to be or to act for such authority or agency, any strike, lockout or labor dispute, adverse weather, perils of the airways or embargos, delays of the plane due to breakdown provided always that nothing contained herein shall relieve the Buyer of any of its obligations to make payments due to the Seller under this Agreement by the due dates or according to the provision of paragraph which obligations are absolute.

• In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer shall have the right to cancel the Contract, partially or in total. In such a case, none of the parties hereof shall have the right to any compensation for possible losses from the other party.

• The party seeking relief under Section 15.1 shall advise the other party as soon as practicable of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress toward cessation of those circumstances.

• The certificate issued by the respective Chambers of Commerce in the country where Force Majeure arises shall be sufficient proof of such circumstances and their duration.

• LIABILITIES AND PENALTIES

• Seller, after receiving the Bank Instrument (LC) from the Buyer, if fails to deliver within 30 days, Buyer has the right to request to Seller Bank to pay the 2% total value of Buyer’s LC as penalty.

• After signing the contract if Buyer fails to issue the bank instrument under 10 days, or if Buyer changes his mind to purchase the Gold subject to this Contract, Buyer shall pay to Seller 2%(two percent) as the cost of Seller securing the Gold for Buyer.

• Once the Gold arrives at Buyer’s designated Country if the Buyer changes his mind to purchase the goods as per this agreement, Buyer shall then pay all export charges to seller in addition to cost of re-exporting back the Gold to its import origin, plus 15% of the total sales value.

• After the SPA is signed by both Seller and Buyer, the party who changes mind or fails to perform shall be responsible to pay the total commission of One (1) year to all involved intermediates as per the terms of the SPA.

• Except as expressly provided in this Agreement, neither Seller nor Buyer shall be liable for any indirect or consequential losses which may be suffered or alleged to have been suffered by the other party.

• ASSIGNMENT

• Neither Seller nor Buyer may assign its rights to this Agreement without the prior written consent of the other party. Buyer shall be entitled to assign its rights to an affiliate or joint venture partner with written consent of the Seller. No such assignment shall relieve the assigning party of its obligations under this Agreement. Notice of any such assignment shall be given promptly by the party effecting the assignment to the other party to this Contract. Any assignment not made in accordance with the forgoing provisions shall be void.

• If assignment is agreed to, a Formal Notice of the Assignment shall be submitted to the Buyer/Seller, which will contain the Assignee's Company Name, Company Address, and Spokesperson/Official to contact and their telephone and Phone/fax numbers.

• APPLICABLE LAW, LITIGATION AND ARBITRATION

• The present Contract is a purely commercial deal concluded in accordance with international rules related to preparations, interpretation, execution of legality and any other issues regarding performance of the present contract including customary norms of honesty, confidentiality adopted by the International Chamber of Commerce (ICC), as well as temporary suspension of deliveries due to force – majeure circumstances. Should the Parties fail to reach an agreement as regards any aspect of performance of the present contract; the Parties agree to submit the matter to The New York International Arbitration Center (“NYIAC”).

• This Agreement shall be governed and construed in accordance with New York USA laws.

• Each of the Parties here has full corporate legal authority to execute this Contract and accordingly be fully bounded to the terms and conditions therein. INCOTERMS 2000 rules that the Contracts (Electronic Document Transmission) is legally binding.

• The Terms shall apply and be deemed to be valid and enforceable by either party and each Party shall be in a position to request a hard copy of the Contract or any previous electronically transmitted copy.

• If any dispute or controversy that may arise in connection with or as a result of provision or provisions of this Sales and Purchase Agreement, which are not settled amicably within the parties, it shall then resolved by the rules of Conciliation and Arbitration of the International Chamber of Commerce in New York, USA.

• The proceeding shall be conducted arbitrator in accordance with the rules for Arbitration of the International Chamber of Commerce (ICC). The arbitration proceeding shall be conducted in the English language.

• Any arbitral award shall be enforceable in accordance with the rules of the New York convention of 1958 on the recognition and enforcement of foreign arbitral awards.

• Judgment upon the awards rendered may be made to the said courts or other authority for a judicial acceptance to the award and an order of enforcement as the case may be.

• After the court has rendered a verdict, this Contract can be terminated and the prevailing party will be compensated for costs and damages.

• AMENDMENTS AND WAIVERS

• This Agreement shall not be amended or modified or any provision thereof waived, except in writing and accepted by both parties.

• Any provision of this Agreement, which is declared unlawful or unenforceable by a court of competent jurisdiction, shall not affect any other provision herein.

• INSURANCES

• Seller shall bear the expense to procure a policy with a first class Insurance Institute to cover one hundred and ten percent (110%) of the goods’ value, from the origin of the Gold to Buyer designated Country Airport.

• Buyer shall bear the expense to procure a policy with a first class Insurance Institute to cover one hundred and ten percent (110%) of the goods’ value; from the Gold arrival at Buyer designated Country Airport until the effectiveness of the transfer of property from Seller to Buyer.

• Both Insurance policies shall cover all risks, loss or damages to the said goods, including war, hijacking, explosion, etc.

SELLER FINANCIAR BANK DETAILS TO RECEIVE LC

SELLER BANK ACCOUNT TO RECEIVE THE WIRE TRANSFER (MT 103)

SELLER’S BANK DATA
Bank Name
Address
City
Country
Account Name
Account Number
Swift Code
Bank’s Officer Name
Bank Officer’s Telephone
Bank Officer’s Email

BUYER BANKING COORDINATES

STATEMENT: We the Buyer, XXXXXX XXXXXXX XXXXXXX , represented by our Executive Director XXXXXX XXXXXX,agree to use our XXXXXX XXXXX of XXXXX XXXXXXXXXX Account Number XXXXXXXXX. Also stated here below and I further agreed that, upon delivery of the Gold and final assay at our refinery, I the Buyer will transfer all payment minus brokers commission from same account.

Note: Buyer has the right to change his bank account details if need be. He must, prior to any change, notify in written the Seller in advance.

BUYER BANK ACCOUNT TO ISSUE THE LC (MT-700)

BUYER BANK ACCOUNT TO ISSUE THE PAYMENT VIA WIRE TRANSFER

(MT-103)