Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
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THIS AGREEMENT IS MADE AND ENTERED INTO BY AND BETWEEN
XXXXXXXXXXXXXXXX
(Hereinafter referred to as the ‘’SELLER”)
AND
XXXXXXXXXXXXXXXXXXXXX
(Hereinafter referred to as the “BUYER”)
WHEREAS: Seller has "for sale" Gold”, hereinafter referred to as "Gold Doré Bars".
WHEREAS: Seller undertakes to pay taxes and royalties on 200 kilos being part payment to finance the CIF shipment of the total
200 kilos to the buyer designated refinery as set out further in this contract; and
WHEREAS: Buyer undertakes to pay the Seller for 200 kilograms at a price set out below less the royalties and taxes paid on
70 kilograms, and
WHEREAS: Buyer and seller (hereafter the “Parties”) envisage that upon the successful completion of this initial transaction,
future transactions will be negotiated and agreed by both parties.
NOW THEREFORE;
In consideration of the mutual promises, agreements, terms and conditions of this agreement, assertions and covenants herein
and other good and valuable considerations, the receipt of which is acknowledged hereby, the parties hereto mutually and
voluntarily agree as follows:
1.
PARTIES TO THE AGREEMENT
The Parties to this Agreement are:
1.1.
XXXXXXXXXXXXXXXXXXX, a company registered in the Republic of Tanzania with its company registration
number XXXXX and is represented by XXXXXXXXX in his capacity as Director and XXXXXXXXXXXXXXX in
his capacity as Managing Director, both duly authorized to represent the Seller in this Agreement.
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
1.2.
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The contact details of the Seller are as follows:
1.2.1. Telephone #: +255 22 254 XXX
1.2.2. Mobile Tel. #: +255 718 701 XXX
AND BUYER
XXXXXXXXXXXX with the following ID number XXXXXXXXXXXX, , and his business address being
XXXXXXXXXXXXX, as buyers.
1.3.
The contact details of the Buyers are as follows:
1.3.1.
1.3.2.
1.4.
2.
3.
Telephone Number: +XXXXXXXXXXXXXXXXX.
Email Address: xxxxxxxxxxxxxxxxx
The Parties to this Agreement acknowledge hereby the involvement of certain intermediaries who were the
substantial cause of the agreement between the Parties and who will have separate agreements with the Buyer
and Seller to ensure their respective rights.
SCOPE OF THE AGREEMENT
2.1.
The Seller, under full legal authority and responsibility, represents that he has the clear and qualified right to
sell Gold Doré Bars delivered at a minimum purity of 98.5%. If, after Assay at the Buyers’ designated refinery
in XXXXXXX, the purity is less than the indicated 98.5%, the price for the Gold Doré Bars will be adjusted
accordingly by mutual consent between the Buyer and the Seller.
2.2.
The 200 kilograms will be assayed and/or smelted in XXXXXXXXXXXXX at the Buyer’s choice of refinery. All
payment will be paid by TT after assay/smelting in XXXXXXXXXXX.
2.3.
This Agreement is Non-Transferable, Non-Assignable by both/any of the parties unless agreed in writing.
COMMODITY SPECIFICATIONS
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. Buyer and Seller will both be responsible for informing their respective mandates/agents of any changes.
3.1.
METAL :
Gold Doré Bars
3.2.
QUANTITY :
200 kilos
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
4.
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3.3.
PURITY :
Delivered at 98.5% Purity (+/- 1.5%)
3.4.
QUALITY :
22 carats plus
3.5.
ASSAY :
The assay report(s) of XXXXXXXXXXX (“the Refinery”) shall be used
and accepted as final and absolute
3.6.
CONTRACT TERM :
3.7.
DELIVERY :
XXXXXXXXXXX (Buyer Refinery)
3.8
COMMISSION :
All commission paid on the 200 kilos and on all rolls and extensions.
200 kgs CIF deal to XXXX
EXECUTION OF THIS AGREEMENT
This agreement will be executed in week beginning XX XXXXXX, 2013.
5.
6.
PRICE
5.1.
The purchase price, which will be subject to the final Assay report from the Buyer’s designated refinery, shall
be 15% off LBMA second fix on day of trade per kilogram exclusive of commissions.
5.2.
Commissions to all representatives and agents will be paid by the Buyer. This payment will be made at the
same time as the payment for the assayed/smelted gold.
PAYMENT TERMS
6.1.
All payments will be done in clean United States Dollars (USD) of non-criminal origin.
6.2.
The Parties Buyer and Seller agree to accept the result of each Final Assay Report from the Buyers’ designated
refinery in XXXXX.
6.3.
Payment for the assayed/smelted gold will be made within 48 hours after receipt of the Final Assay Report
from the Buyers’ designated refinery in XXXX based on the result of the Final Assay Report.
6.4.
Payments will be made by TT/EFT Transfer to the Seller’s Bank Account in accordance with the account
coordinates stated in this Agreement. The Buyer must simultaneously pay the relevant Representatives and
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
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Agents as per the Fee Protection Agreement instruction.
6.5.
7.
8.
9.
The Buyer shall be responsible for all refinery charges payable to the Buyers’ designated refinery.
DELIVERY TERMS
7.1.
The Seller will make suitable arrangements for the transportation of the goods from Dar es Salaam to the
refinery as set out in Clause 4 above.
7.2.
After the shipment has been loaded, the Seller will ship the gold to XXXXXXXXXX, to the Buyers’ designated
refinery.
7.3.
The Gold Doré Bars remain the property of the Seller until after smelting / assay, payment and title transfer,
although they will be shipped in the name of the Buyer. Title transfer to the Buyer will be done after receipt of
payment of the assayed gold in the Bank Account of the Seller.
7.4.
Any rolls and extensions will be agreed upon with the same terms and conditions as stipulated in this
Agreement.
SELLER’S BANK ACCOUNT DETAILS (Note: These details are to be used for crediting all relevant payments)
8.1.
Name of Bank:
CRDB BANK PLC
8.2.
Address of Bank:
P.O.BOX 95650, DAR ES SALAAM
8.3.
Country:
TANZANIA
8.4.
Swift Code:
CORUTZTZ
8.5.
Bank Account Name:
XXXXXXXXXX
8.6.
BANK Account Number:
0251030XXXXXX
CLEAR TITLE
Seller confirms and warrants that the title of the Gold to be sold herein will be free and clear of any and all liens and/or
encumbrances, including government taxes and specifically that the subject gold is not stolen and states that the gold
is not of terrorist and/or criminal origin. The Seller specifically warrants the gold is not stolen or tainted in any way.
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
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Whatever taxes due to the government by the Seller will be paid before the CIF deal and the goods will not be delayed
in any way as a result of the Seller’s failure to pay the appropriate past or current taxes. Title to the subject will
automatically and by operation of law change from the Seller to the Buyer after the Buyer dispatches payments to Seller
via irrevocable wire transfer and payments to all mandates and agents as per the IMFPA instructions. The parties agree
the Seller shall have no further interest, ownership rights or claims to the subject gold, and neither will any other
claims, interests, liens and encumbrances that were not disclosed prior to the agreement be entertained after
title transfer.
11.
12.
13.
WARRANTIES
11.1.
The duties, charges and government royalties in Tanzania of export are payable by the Seller (after a 5
kilograms spot deal in Dar es Salaam, Tanzania, to finance the charges)..
11.2.
The Seller warrants that the commodity can be exported without restrictions to anywhere in the world.
11.3.
The Seller warrants that when the gold leaves the country of origin, it is compliant to the specifications
requested by the Buyer and as agreed to in terms of this Agreement.
11.4.
The Seller agrees to accept the final assay report from the Buyers’ designated Refinery at final delivery
destination in XXXXXXXXXX, accepting payment of each lifting after final assay of AU metal
11.5.
Seller warrants he is not a middleman or agent, but the true beneficial owner of the gold.
APPLICABLE LAW AND JURISDICTION
12.1.
The Parties agree that any action or legal proceeding related to this Agreement shall be subject to the
provisions of the International Chamber of Commerce and its rules and that chosen jurisdiction of this
Agreement shall be the United Arab Emirates and Tanzania.
12.2.
The execution of this Agreement shall also be subject to international trading, anti money-laundering and antiterrorism regulations.
JOINT DECLARATION
The Parties declare hereby that the gold offered herein for sale, and the origin of the funds used for purchasing the gold,
do NOT contravene the drug trafficking laws, criminal laws, money laundering laws and immigration laws of both the
UAE and Tanzania; and any such international laws or any other illegal or criminal activity. And accordingly each party
to this agreement indemnifies each other against any such allegations which, may or may not be made in the future.
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
14.
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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, which clauses are deemed to be incorporated herein.
15.
ETHICS (NON-CIRCUMVENTION and 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 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 seller's mandate. The understanding and accord of this subparagraph will
survive the termination of this Agreement.
16.
BINDING AUTHORITY
This Agreement is legally binding upon the parties hereto, their assigns and successors and is signed with full
authority to act.
17.
TOTAL AGREEMENT
The terms of this Agreement shall be confirmed and signed by the Buyer and the Seller and witnessed by Buyer and
Seller Mandates/Agents/Representative. By signing below, both parties abide by their corporate and legal responsibility,
and execute this contract under full penalty of Perjury. This contract is valid for twenty (20) banking days after signing
and sealing by both sides and is final and will be legally binding.
18.
EXECUTION OF THIS 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. Buyer and Seller will both be responsible for informing their respective mandates/agents of any changes.
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp:
Transaction Code: AU-200-071013
Buyer’s Transaction Code:
Seller’s Transaction Code: KUNDE-AU200-071013
Date : 07/10/2013
19.1
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By signing below, with full understanding of legal implications, both parties abide by their corporate and legal
responsibilities to this Agreement.
SELLER’S FULL NAME(S): xxxxxxxxxx
Passport #: xxxxxxxxxxxx
Date of Expiry: xxxxxxxxxxxxx
Country of Issue: Tanzania
Signature:
_____________________________________
Date:
_________________________________________
BUYER’S FULL NAME(S):
Passport #:
Date of Expiry:
Country of Issue:
Signature: _____________________________________
Date: _________________________________________
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Sellers Initials or Company Stamp:
Buyers’ Initials or Company Stamp: