BULLION GUINEA SARL

BULLION GUINEA SARL PRIVATE SALES AND PURCHASE AGREEMENT (SPA)

THIS AGREEMENT IS MADE AND ENTERED INTO, THIS DAY OF ----------- BY AND BETWEEN

SELLER and BUYER hereinafter collectively referred to as the “PARTIES”

SELLER DECLARATION OF SELLING

WHEREAS, the Seller with full corporate authority and responsibility certifies, represents, warrants and make an irrevocable firm commitment that he will fulfill the requirements of this agreement and sell and provide the commodity, herein mentioned, on time and in the manner and under the terms specified and agreed upon by the signatures hereafter.

Whereas, the Seller warrants with full responsibility, under penalty of perjury or fraud, that he is the owner and is in possession or has the authority to sell and deliver the commodity specified hereinafter, free from any liens or encumbrances having no criminal or illegal origin. 

BUYER DECLARATION OF PURCHASING

WHEREAS, the Buyer with full corporate authority and responsibility certifies, represents warrants and make an irrevocable firm commitment that they will purchase the commodity herein mentioned in a timely manner, under the terms specified and agreed upon by the signature’s hereafter. Whereas, the Buyer confirms with full responsibility, under penalty of perjury or fraud, that he is ready, willing and able to purchase the said commodity.

SELLER AND BUYER ASSERTION

WHEREAS, The Seller and Buyer, each with full corporate authority, certify, represent and warrant that each can fulfill the requirements of this agreement and respectively provide the products and the funds referred to herein, in time and under the terms agreed to hereafter;

And WHEREAS, The Seller and the Buyer both agree to finalize and execute this SPA under the terms and conditions hereinafter set forth.

NOW THEREFORE; In consideration of the mutual promises, agreements, terms & 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:

COMMODITY DESCRIPTION

The commodity that the seller will sell to the buyer is specified as follow:

Commodity: AU(Gold) in Dore Bars.

Delivery Quantity: 200 Kg first delivery of 1200 KG for Thre Months Revolving

Origins: GUINEA CONAKRY

Form: Dore Gold Bars Quality: Delivered at 22+ Carats (as per Certificate of Analysis at origin)

Fineness: Delivered at 96,68%+ Purity per thousand of the fine Gold or better (as per Certificate of Analysis / Assay at origin)

Price: $46.000,00USD per kilo.

Payment: By SWIFT based upon the final Assay Report via MT-103 Wire Transfer in 24 hrs.

Payment Warranty: Escrow Account Packaging: Accepted Metal box with names and address.

Delivery: By Air, INCOTERM DAP (CIF)

Designated Airport: Dubai International Airport or choice of buyer

PROCEDURE

5.1. The Seller sends the draft SPA Agreement with all references, as well as the ESCROW ACCOUNT.

5.2. The Buyer and Seller agree on the terms of sale for the contract and the literature ESCROW ACCOUNT from buyer), the provisions of which correspond to the terms of delivery.

5.3. The Buyer and the Seller completely fill out the SPA Agreement, sign it and exchange signed copies of the contract.

5.4. The Buyer shall, within a maximum of two (2) banking days from the date of submission of the SPA Agreement, instruct its Bank to issue ESCROW ACCOUNT system. Within two (2) banking days, ESCROW ACCOUNT covers the cost of shipment of 200 kgs. AMOUNT OF ESCROW ACCOUNT TO BE CALCULATED BASED ON TENTATIVE QUANTITY OF 1200 KILOGRAMS ESCROW ACCOUNT .

5.5. Within 10 working days after the Seller has an operational ESCROW ACCOUNT, the Seller arranges and ships the GOLD to the buyer and sends to Buyer all copies of below listed export documents from their customs clearance. All expenses from origin to destination airport shall be of Seller cost and all expenses from airport shall be of Buyer cost.

5.6. Buyer as Consignee with own Refinery Account shall receive cargo along with Seller and together, they deliver to Buyer’s nominated refinery and safe keep gold in Buyer’s refinery account on the name of Seller as Seller pending refining program for smelting.

5.7. Based on the final NET weight of the gold and the final purity of minimum 99.95% and maximum 99.99% of the assay, Seller will present a commercial invoice with below payment listed documents to Buyer’s bank for the release of payment to bank account of the Sellers, for full value of assayed gold immediately within 2 banking days without any hesitation AS AGREED via MT103/TT. TITLE OF GOODS WILL PASS IMMEDIATELY IN THE BUYERS NAME. ALL cleared document to be handed over to Buyer upon confirmation of receipt remitted.

5.8. Before payment, the refined DORE BAR shall remain in the custody of the Refinery Account on the name of Seller pending final payment confirmation in the bank account of Seller. Delivery shall be made according to calendar schedule. The transfer of the ownership of the gold will take place immediately on payment of the money into the current account of the “Seller”.

5.9. After receipt of the Swift for the Escrow account the seller will take care of all the documentations, after the refinery at the destination the buyer will pay the seller the full sum of the value of the goods

TAXES AND DUTIES: PAYABLE BY SELLER, BEFORE EXPORT OF GOLD.

6.1. SELLER hereby undertakes to pay all taxes and duties imposed by the Country of Origin pertaining to exportation of Gold Dore Bar, the subject matter of this SPA.

6.2. BUYER shall pay all taxes and duties imposed at the country of discharge pertaining to the EXPORT/IMPORT of Gold Dore bar, the subject matter of this SPA. Any documents required at the receiving port are the Buyer’s responsibility.

BREACH /ARBITRATION/JURISDICTION:

7.1. Both Parties hereto hereby agree that except for the provisions of the Force Majeure as described, any breach of any of the provisions of this SPA shall be settled amicably, AS AGREED between both Parties. Failure to reach an amicable settlement, both Parties hereto hereby agrees to submit to Arbitration under the Laws of Arbitration of the country of jurisdiction. Both Parties hereto hereby agree to abide by the result of the Arbitration Process.

7.2. If the dispute is not resolved by Arbitration and necessitate bringing the dispute under the legal process, the jurisdiction shall be that of ICC Paris Courts of Law.

INSURANCE

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, Robbery, etc.

NON-CIRCUMVENTION/NON-DISCLOSURE:

Buyer and Seller respect the confidential nature of this agreement and agree to maintain in the strictest confidence, the names of the parties whose identities may become known to one another through the tendering of documents or assembling of banking or government approvals. The parties agree to maintain strict confidentiality concerning the identities of the parties directly or indirectly involved in this transaction. Buyer and Seller accept and agree to the provisions of the International Chamber of Commerce for the no circumvention and nondisclosure with regards to the Buyer and Seller being involved in this contract, additions to, renewals and third-party assignments with full reciprocations. All data remain the property of the party who has brought the data to the transaction. Any of the parties who breach this rule will be liable for any damages and loss of profits resulting from such breaches, regardless of whether the breach is deliberately or through negligence. The Parties agree that reference all the clauses contained in the directives n. 614- 619-650-664, I.C.C. in Paris that means fully reported and accepted in this contract

GENERAL PROVISIONS:

10.1. Language: Both Parties hereto hereby agree that English Language, oral or written shall be the language to be used in any communication pertaining to this transaction.

10.2. Addresses: The addresses provided herein, such as Postal address, Office physical address, fax address, telephone, telex and email address, provided under this SPA shall be the official addresses of the respective Parties hereto and shall be used in all forms of communications. Should any of the Parties hereto change their address, such should be communicated in writing to the other Party.

10.3. Amendments, Changes and Additions: This is the SALES AND PURCHASE AGREEMENT, in its entirety. Any additional Changes or Amendment to be made under this SPA shall be mutually agreed upon by both Parties hereto and shall be made in writing and forms part and parcel of the document as ‘ANNEXES’. The Buyer is responsible for his refinery costs meeting minutes may be attached as agreed.

DOCUMENTS

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: 2 originals and 2 original copies showing Contract Number, description of Goods, unit price, total amount, and gross/net weights of the goods