TRANSACTION CODE :

SELLER’S CODE :
BUYER’S CODE:

SALE AND PURCHASE AGREEMENT

FOR GOLD DORY and/or REFINED BARS

C.I.F. DELIVERY
THIS IS AN AGREEMENT BETWEEN:

SELLER:
Company Name:
Address:
[Link].
Country
Tel:
Email:
Signatory:

Financier: &
Company Name:
Address:
Reg,No.
Country
Permit No.
Signatory
(Hereinafter “as the Seller”)
AND

BUYER:
Company name :
Address :
[Link].:
Country :
Telephone no :
E-mail ID :
Signatory name :
Passport Number
(here after referred to as the “Buyer”)

________________________________________________________________________________________
Initialed by Seller Page: 1/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

WHEREAS: Seller has "For Sale" Gold, hereinafter referred to as "Gold Dore/Refined Bars“

WHEREAS: Buyer’s wishes to Purchase the Seller's Gold over an agreed lift period of one year.

NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:

SCOPE OF THE CONTRACT

a) The Seller, under full authority and responsibility, declares that he has the clear and qualified
right to sell the Gold and that he guarantees that the Seller has the means to legally transport
the Gold Dore bars to a refinery agreed between him and the Buyer.
b) The Buyer, under full corporate authority and responsibility declares that he and his associates
have the full capability to purchase the Gold Dore bars

COMMODITY SPECIFICATIONS

a) Commodity : Gold (AU)

- Form: Alluvial Gold Dore and/or Refined Bars

Purity: 97.% or better (22 carats). Assay: Final assay to be made at and by Buyer’s
registered Refinery as chosen and subject to final review from Seller’s assayer.

b) Origin: Democratic Republic of Congo

QUANTITY

The contractual quantity for sale to the Buyer’s per the terms of this Agreement shall be +/- 50
kilograms (kg) per monthly lift or more per agreement. First test tranche will be 50kgs. Delivery
schedule: 1st Tranche 7 to 10 days after signing this contract.

For the first delivery of 50kg and a fortnightly tranche of 500 kgs per month /quantity to be
confirmed) every month for a minimum of 12 months up to a maximum to be negotiated between
seller and buyer until exhausted or with mutual agreements between parties.

PRICE

The purchase price of the gold is LBMA less ten (10 %) discount (2nd Fixing of the final refinery report day) per
KG on a C.I.F. basis to the Purchaser for each transaction. The purchase price is based on net refined
quantity of gold. The Purchase currency will be United States dollars (USD) for gold dory bar per quality
of s.999/1000 Refined Kilogram of Gold. The purchase price shall be renegotiated on good faith basis
with any L.B.M.A. seconds price fixing shift of more than five (5) per cent of the previous days fixing on
the day of settlement.
________________________________________________________________________________________
Initialed by Seller Page: 2/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

DELIVERY TERMS

a) The delivery terms for this S.P.A. agreement shall be on a CIF to Dubai International Airport.
Within maximum of ten (10) working days, after executed contract, the Seller will ship the
first test Tranche of 50kgs of Gold Dore Bars of 1 or 5 KG each to the Buyer and after the first
shipment, a fortnightly tranche of +/- 500kg (quantity to be confirmed) per month for one
(1) years.

b) All the charges in country of origin are for Seller; but, the buyer´s duty is to pay, on behalf of
Seller, all governmental export taxes, customs duties, etc., in country of origin against an
equivalent quantity of tested & certified gold as collateral. Seller is ready to deliver the
agreed amount of AU Dore Bars to the Buyer’s chosen destination: Dubai International
Airport.
c) All the charges in country of destination are for Buyer. Thus, Buyer is responsible for Customs
fees and all charges incurred from the clearance of the product through the Customs at the
Port of entry in Dubai to and at their refineries selected by the Buyer. If the origin and/or the
quality of the shipment are not as specified by the seller, the seller commits himself to
transport the product out the Dubai with all the transportation and expenses to be paid by
him.

d) The Seller of the Gold Dore/Refined Bars will notify the Buyer’s ahead of time, (72 h), via fax
or E-Mail of the Air way bill, date of transport of Seller's Gold Dore/Refined Bars and from
Seller's departure point (Origin) in order for the Buyer to make the necessary arrangements
to welcome the seller’s delivery goods.

e) Classic Airfreight will ship direct to the airport of Dubai International Airport free zone. Prior
to the aircraft departure from point of origin, the Seller will notify the Buyer of the airline,
flight number, dates of expected departure and arrival time. All goods will be packed by the
Seller according to International Gold packing standard and clearly labeled.

PAYMENT TERMS

1. Wire banking transfer to the Seller’s company certified official bank account as mentioned on
the invoice, no later than the 3 banking days (72 hours) after the publication of the last final
agreed to refine assay results of the product supplied and the total melting down of the
goods delivered. All advances given and expenses (Export charges, duties & taxes for legal exit
documentation of the gold) made by Buyer on Seller’s behalf will be deducted by Buyer on
the payment to be made at destination.

2. Kindly notice that exportation and trading of natural resources (like gold) are monitored by
the UN Security Council for certain parts of Africa. This kind of activities are strictly prohibited
and will be refused by Buyer´s refinery if there is any link whatsoever with illegal arms trading,
rebel activity or other criminal actions.
________________________________________________________________________________________
Initialed by Seller Page: 3/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

The Transfer of Ownership of the gold will only take place once the payment for the gold
and payment of total contractual amount has been fully confirmed by the Seller’s bank.

PROCEDURE
(In time sequence)

The Buyer’s and Seller sign this contract in counterparts, simultaneously, and exchange it, via Fax
or email.

PLEASE NOTE: This contract is time-sensitive. If Seller and Buyer’s do not execute and remit this
Agreement to Seller within TEN (10) Working Days of receipt thereof failing which this
Agreement is terminated without further notice unless a written permission is received from the
Seller.

a) After the execution of First Step, The Seller within 4 (four) Banking days after acceptances
of the contract will notify the Buyers of the Gold Dore/Refined Bars (Test Tranche)
certified Air Line Airway bill number information. In order to have it directly delivered to
the Buyer’s International Airport.

NOTICES
Any and all notices required to be given by one party to the other party to this Agreement shall
be in writing and by posting the same by certified/recorded post at the address or addresses as
stated herein and copied by facsimile or email, directly to the parties referenced herein.

SELLER’S NAME :
Company Name:
Address:
[Link].
Country
Tel:
Email:
Signatory:

Financier: &
Company Name:
Address:

Reg,No.
Country
Permit No.
Signatory

________________________________________________________________________________________
Initialed by Seller Page: 4/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

herein referred to as “Seller”

Tel:
Email: / Passport Number ----------------------

BUYER’S NAME: herein referred to as “Buyer”

Address:

Tel:
Email:

BANK COORDINATES

Buyer’s Bank Information:

Bank Name:
Bank Address:
Branch #:
Account Name:
Account No.:
Bank Officer:
Tel No. & Fax No:
SWIFT Code:
IBAN

________________________________________________________________________________________
Initialed by Seller Page: 5/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

SELLERS BANKING DETAILS TO RECEIVE PAYMENT:

Account Holder
Bank Name
Account [Link] Kwacha
Account [Link]
Swift Code
Branch Code
Iban Number
Address
Bank Manager
Contact
Email

DOCUMENTS

Each shipment and delivery shall be identified with all appropriate contract reference codes and
numbers. Seller must provide the following documents to Buyer and his refinery for pre-advice
prior to arrival of goods or when delegate's arrival at the port of destination: These documents will
only be provided 72 Hours before delivery of Gold

Three originals of Commercial Invoices in favor of the Buyer’s

a) Certificate of Origin
b) Certificate of Ownership
c) Government assay report
d) Customs Declaration Form(s) (supplied by Buyer’s, if applicable)
e) Declaration that the gold is free and clear and of non-criminal origin, unencumbered and free of any
liens, and is transferable and exportable
f) Export Permit, Original copy of the Airway bill
g) Flight number and date of arrival
h) Gross weight and net weight

________________________________________________________________________________________
Initialed by Seller Page: 6/11 Initialed by Buyer
TRANSACTION CODE :

Ni
Co
SELLER’S CODE :
BUYER’S CODE:

CHARACTERISTICS OF THE GOLD DORY/REFINED BARS

Deleterious elements in refining material:

In the following, the most common impurities in refining result are accepted and limits are formulated
below to which are alluvial gold dore is acceptable without additional amounts being charged to the
Seller.
These limits are to be considered as indications by the refinery and have to be re-evaluated depending on
the alluvial gold dust and the process of refining it is destined for.

Class 1: Impurities, which are hazardous to personal and environment

 Element Acceptable levels
Radioactive none
Mercury Hg none
Arsenic As max. 100 ppm
Cadmium Cd max. 100 ppm

Class 2: Impurities, which can disturb the refinery process and as well influence the environmental
protection processes:
Element Acceptable levels
Lead Pb max. 3%
Tin Sn max. 3%
Selenium Se max. 500 ppm
Tellurium Te max. 500 ppm
Bismuth Bi max. 100 ppm
Antimony Sb max. 100 ppm

These are other elements, which may be present in refining alluvial gold dust, that do not have hazardous
properties or disturb the processing significantly if present in minor quantities, but may disturb the
homogenization and sampling due to the fact they produce a heavy segregation when the metal solidifies
These elements in particular are: Iron Fe
Nickel
Cobalt

TITLE TO GOODS

The Title and the Ownership of the Goods will remain in the name of the Seller Name, until Final
Assay Report from the Refinery. And the Buyer’s will not take Legal Ownership until he has paid
the agreed Price as per this Contract after Final Assayer from the Refinery. This will be confirmed
by Seller’s Bank.

________________________________________________________________________________________
Initialed by Seller Page: 7/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

CLEAR TITLE

Seller confirms and warrants that the Title of the Gold Bars to be sold herein will be free and clear
of any and all Liens and/or encumbrances and Seller states that the Gold Bars is not of terrorist
and/or criminal origin. The gold serein involved have been Puritanism from legitimate sources not
involved in funding conflict in compliance with United Nations Resolutions. The seller hereby
guarantees gold are conflict free based on personal knowledge and/or written guarantee provided
by the supplier of these gold.

WARRANTIES

a) The Duties in country of export is covered by the Seller.

b) Seller warrants that the commodity can be lifted without restrictions to anywhere in
the world.
c) The Seller agrees to accept the final assay report from the Buyer’s designated The Buyer,
accepting payment of each lifting after final assay of AU metal.
d) Additional charges due to the excessive impurity content will be deducted from
the amount payable to the Seller.

APPLICABLE LAW AND JURISDICTION

a) Any action or legal proceeding related to this Agreement shall be adjudicated under the laws
Courts and procedures of Dubai and to be conducted in ENGLISH

b) Should either party not perform exactly within the terms and conditions of this Agreement,
the other party will give notice regarding the non-performance, where upon the non-
performing party must comply with their obligations within Ten ( 10 ) Working Days or this
Agreement shall be cancelled without further notice.

c) This Agreement shall be governed by the Uniform Commercial Code as interpreted by the
Belgian laws and courts under the interpretation of the INTERNATIONAL CHAMBER OF

d) Any disputes arising out of, or in context with this Agreement or related to any agreement
concluded as a result of this Agreement shall be settled by Arbitration. The seat of the
arbitration tribunal shall be under the rule of conciliation and arbitration of the International
Chamber of Commerce Court of Arbitration, and the English languages shall be the language
of the proceedings.

________________________________________________________________________________________
Initialed by Seller Page: 8/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

JOINT DECLARATION

The SELLER and BUYER each declare unto one another that the AU commodity offered herein for
sale, and the origin of the funds used for purchasing the AU commodity, do NOT contravene: The
Drug Trafficking Offenses Act 1986, The Criminal Act 1988, The Prevention of Terrorism
(Temporary Provisions) Act 1989, The Criminal Justice (International Co-operation) Act 1990, The
Criminal Justice Act 1993, and the Money Laundering Regulations 1993, The Patriot Act, 2001, 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.

FACSIMILE COPIES

This Agreement shall be accepted to be legal and binding by both parties if executed and sent by
fax and/or email direct to the parties concerned at the numbers contained within this Agreement.

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,
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’s agree to abide by the Customary International rules of non-
circumvention and non-disclosure as established by the International Chamber of Commerce
Buyer and Seller and their mutual representatives, dealing with Customs, brokers or Buyer’s and
Seller's mandate and Buyer’s and Seller’s facilitators being or having been in direct or non direct
connection with this transaction herein. The understanding and accord of this subparagraph will
survive the termination of this Agreement.

BINDING AUTHORITY

This Agreement is binding upon the parties hereto, their assigns and successors and is signed with
full authority to act.

TOTAL 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.

________________________________________________________________________________________
Initialed by Seller Page: 9/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

EXECUTION OF THIS AGREEMENT

The terms of this Agreement shall be Confirmed and signed by the Buyer’s and the Seller via
facsimile or Email. Said executed facsimile or email shall be binding and initiates and concludes the
legal liabilities between Buyer’s and Seller of this contract.

By signing below, both parties abide by their corporate and legal responsibility, and execute this
contract under full penalty of Perjury.

ACCEPTANCE BY BUYER

THE BUYER: Mr.

Address:

Tel:
Email: / Passport Number.

________________________
Buyer’s Authorized Signature
Name of signatory:
Passport N° :
Country:

DATE
ACCEPTANCE BY SELLER
&
Company Name:
Address:

Reg,No.
Country
Permit No.
Signatory

________________________________________________________________________________________
Initialed by Seller Page: 10/11 Initialed by Buyer
TRANSACTION CODE :
SELLER’S CODE :
BUYER’S CODE:

________________________________________________________________________________________
Initialed by Seller Page: 11/11 Initialed by Buyer