Private and Confidential

SALES AND PURCHASE AGREEMENT FOR GOLD BULLION BARS

SP Agreement
Transaction Code
Buyer Code
Seller Code

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This Sale and Purchase Agreement is made on this ___ day of October 2011, and entered into
by and between:
Name
Address
Authorized person
Title
Passport N
Mailing Address
Phone N
Fax N
Represented by
Address
Phone N

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As Seller (Approver Mandate) acting legally herein as the SELLER; also, referred herein after
simply to as the SELLER;
Name
Address
Authorized person
Title
Passport N
Mailing Address
Phone N
Fax N
Represented by
Address
Phone N

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And

As Buyer acting legally herein as the BUYER; also, referred herein after simply to as the
BUYER;
TERMS AND CONDITIONS
WHEREAS, The Seller does represent the legitimate owner-beneficiary of ___ Per Month
(_________ Kilogram per month) of Au-Bullion Metal, as per specified herein after, under full
legal power to negotiate and sell; and,
WHEREAS, The Seller, in this act, shows reliable and verifiable legal documents, which provide
evidence of representation and power; and, asserts that is willing, ready and able to subscribe
with the Buyer this Sale & Purchase Agreement, under terms, conditions and procedure stated
herein below; and,
WHEREAS: The Buyer does represent the legitimate owner of funds, in conditions established
herein; and, for this reason, in this act, the buyer shows reliable and verifiable legal
documents, which provide evidence of this representation and power; and,
WHEREAS, The Buyer is willing, ready and able to purchase the Sellers of ___ Per Month
SELLER:

Page 1 of 8

BUYER / Mandate:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE

TCL510GLD2011GUINEA

SELLER CODE

TCL/SEC01/AU0103/200265

BUYER CODE

STRICTLY
CONFIDENTIAL
Date: --/10/2011

(_________ Kilogram per month) of Au-Bullion Metal, as specified herein after and offered by
the Seller, under terms, conditions and procedure, stated herein below;
NOW THEREFORE, both Parties agree to subscribe this Sale & Purchase Agreement
(hereinafter SPA), which will rule and regulate the purchase & sale transaction, as per the
following clauses:
CLAUSE ONE (1) LEGALITY:
a) CURRENCY: Referenced Currency in this Agreement is to be United States of Americas
Dollars.
b) CLEAR TITLE: The Seller confirms and warrants that the Title of the GOLD to be sold
herein will be free and clear of all liens and encumbrances including IMG, IMF and World
Bank, except to the purchase price on the date of the release of GLD to the Buyer.
c) SELLERS WARRANTY: The Seller warrants with full legal responsibility under penalty
of perjury, that he has full power, right, title authority and ability to enter into this SPA
to sell and deliver the commodity specified herein and that the said commodity has no
criminal origin; being fully able to perform all Sellers obligations under this SPA.
d) BUYERS WARRANTY: The Buyer warrants with full legal responsibility under penalty
of perjury that he is ready, willing and able to purchase the said commodity, with funds,
certified as good, clean, clear; not proceeding from criminal origin; being fully able to
perform all Buyers obligations under this SPA.
CLAUSE TWO (2) - SPECIFICATIONS OF AU-BULLION METAL:
a) COMMODITY: Bars 12.5 KGS (Twelve and a Half Kilograms) Bars in standard GLD
(London Good Delivery) presentation;
b) FINENESS:

999.5% purity; 24cts plus

c) HALLMARK:

Internationally acceptable LBMA (GLD) listed refinery Hallmark, such as

Metalors, Johnson & Matthey, Degussa, with acceptable Assayers
Certificate; being not older than five (5) years.

d) PACKAGE:

Packed and sealed and secured in metal boxes, by initial LBMA listed
Smelters/Refiners

e) QUANTITY:

The total quantity of GLD bullion to be sold / purchased under the terms
and conditions of this Agreement shall be _____Kg. X 2 Per Month.
Transactions shall be executed in the tranches of 1000kgs for the entire
quantity as in the Annex 1 described.

CLAUSE THREE (3) - PURCHASE PRICE:

The agreed purchase price is the quoted price set for in the second fixing of the LBMA P.M.
Rate, on the day of issuance Transfer of Title. In the event that the London Bullion Market
Association is not operating on that scheduled day, the price Calculation used shall be based on
the second LBMA fixing of the NEXT MARKET OPENING DAY.
In the event the CD, SKR, bank/ex-warehouse document is noted in the kilogram than Parties
are agreed the ratio: 1 kg = 32.1507425 troy ounces; 1 troy ounce = 28.349523 grams
CLAUSE FOUR (4) - DISCOUNT:
The Seller grants discount on the price as set by the LBMA second fixing, as follows:
20% (Twenty Percent) GROSS per kilo
SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE
SELLER CODE

TCL510GLD2011GUINEA
TCL/SEC01/AU0103/200265

BUYER CODE

STRICTLY
CONFIDENTIAL
Date: --/10/2011

10% (Twelve Percent) NET per kilo exclusively to the Buyer+

10% to intermediaries

As a result of the discount granted exclusively to the Buyer, Buyer is committed to pay amount
corresponding to 80% (Eighty percent) Sellers account + 10% to Intermediaries account (As
Per the NCNDA &IMFPA Agreement) on the price agreed.
CLAUSE SIX (5) LOCATION OF COMMODITY:
The Au-Metal, mentioned in this Agreement is lodged at Security Company.
CLAUSE SEVEN (6) DELIVERY PLACE:
Seller is committed to deliver the Au-Metal at the institution where it is Buyers designated
place, under the condition INCOTERMS 2000 last edition CIF Buyer designated place. In the
evening of re-smelting procedure Seller is committed to deliver the Au-Metal to the Buyers
nominated refineries on the Seller choice: Honk Kong, Dubai, Mendrisio Swiss or Others.
Note: If the Au metals no GLD quality and not has adequately certificate or hallmark than we
irrevocable request Swiss re-smelting procedure as follow:
Delivery/acceptance : The gold shall be delivered to LMBA listed refinery to re-smelting and
hallmarking to Sellers cost. Gold being re-smelted at the refinery is bound to
certain weight loss.
Re- Smelting : After this stage Gold is refined to 999.5/100 fineness/purity and total weight
resultant as stated in the Assay Report issued by refinery together with follow:
Assay
: Final Assay Report to be made at and by LBMA registered refinery and this
value and quantity are binding, accepted and final score by Parties.
Hallmarks
: Hallmarks by LBMA listed refinery.
Format
: Bars of 12.5 KGS (Twelve Kilos Five Hundred Grams) in weight of Au Metal
Bullion, 999.5/100 in purity and GLD (London Good Delivery) Standard.
CLAUSE EIGHT (7) - PAYMENT:
Payment is to be done in the form of SWIFT Bank Guarantee (BG) / Stand by letter of
credit (SBLC) by MT700, 100% to the sellers bank upon confirmation of the Swift copy, by
SELLERS BANK the seller will supply the first shipment; or anyhow as per jointly agreed
between Seller and Buyer. Buyer is to pay amount corresponding to
-90% (Ninety Percent) [80% (Eighty percent) Sellers account + 10% to Intermediaries
account (As Per the NCNDA &IMFPA Agreement)] In accordance with agreement stated on
Clause Three (3) herein, directly to the Owner-beneficiary (Seller); and,
All other causes is given in the Position 8, 22 under the heading PROCEDURE.
In the case that the smelting or re-smelting is necessary then the Payment to be made by
Buyers Bank via SWIFT Bank Wire Transfer to account of the Seller at Sellers Bank within two
(2) banking days after Buyers Bank has confirmed the new Assay Report and Transfer of
Title documents.
CLAUSE NINE (8) AGREEMENT VALIDITY:
This SP Agreement is valid for a period of 30 (thirty) days from date of last tranche delivered,
unless otherwise established by parties.
The FPA is unchangeable and any change of the consultancy fee assignment terminates further
activity of present SPA.
Likewise, either party is able to stop and terminate its validity at any time against evidence
and proof of unfulfilled action of contract obligation of the other party.
CLAUSE TEN (9) - DOCUMENTS:
SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE
SELLER CODE

TCL510GLD2011GUINEA
TCL/SEC01/AU0103/200265

BUYER CODE

STRICTLY
CONFIDENTIAL
Date: --/10/2011

The Sellers Bank shall authenticate and guarantee all documents; and, delivery shall be
accompanied by the following documents:
- Certificate of origin
- Certificate of Assay
- Certificate of Purity
- Certificate of Legal Ownership
- Four (4) Copies of commercial Invoices in favour of Buyer
- Internationally Accepted Assay Certificate
- The Custom Duty Certificate of the Seller declaring that Au Metal to be sold herein is free
and clear of all liens and encumbrances, freely for tradable, marketable, exportable (each
bar) and is of no criminal origin.
- Receipt of the paid customs duties and taxes.
- The export Permits - Export License
- Certificate of SGS
- Original Certificate of Deposit
- Bank Warranty of Delivery
- Warehouse Receipts
- Certificate of Insurance
- Certificate of Weight List describing each bar as follows:

Serial Number as stamped on each bar

Fineness as stamped on each bar

Raw Weight as stamped on each bar

Total Weight as stamped on each bar

Receipt of Custom Duties and Taxes

- Packing list
CLAUSE ELEVEN (10) - TITLE & OWNERSHIP:
The title and ownership of the GOLD, as well as all documents concerned, shall be transferred
from the Seller to the Buyer after Assay Report and Transfer of Title are confirm by Buyers
bank, upon Settlement of payment at full satisfaction on both parties automatically.
CLAUSE TWELVE (11) - BINDING AUTHORITY:
This SP Agreement is binding on the Parties hereto, their assigns and successors and is signed
with full Authority to Act.
CLAUSE THIRTEEN (12) - APPLICABLE LAWS AND JURISDICTION:
a) Any action or legal proceeding related to this Agreement shall be adjudicated under the
laws of the Switzerland.
b) Any dispute 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 laws of Arbitration as interpreted in Zurich,
Switzerland and the English language shall be the language of the Agreement and
Proceedings.
CLAUSE FOURTEEN (13) - NOTICES:
Any and all notices required to be given by one Party to the other, in regard to this SP
Agreement, shall be in writing by Posting the same by registered recorded post at the address
or addresses as stated herein and copied by facsimile or E-mail, directly to the Parties
concerned at the numbers contained herein this Agreement.

SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE
SELLER CODE

TCL510GLD2011GUINEA
TCL/SEC01/AU0103/200265

BUYER CODE

STRICTLY
CONFIDENTIAL
Date: --/10/2011

CLAUSE FIFTEEN (14) - FACSIMILE COPIES:

This SP Agreement shall be accepted to be legal and binding, by both Parties, as a formal
intent, if executed by both Parties and sent by fax and/or E-mail directly to the Parties
concerned at the numbers and/or E-mail addresses contained within this SP Agreement; but, it
is expressly established that only hard-copies, duly signed by the parties under public notary
protocol will be definite and valid with full legal force.
Notary office, located at any affiliated country of the ONU, will be valid and accepted by both
parties.
CLAUSE SIXTEEN (15) - FORCE MAJEURE:
The Parties hereto shall not be held liable for any failure to perform, if failure is caused by
reasons stated under the Force Majeure clause as regulated by the International Chamber of
Commerce, Paris, France, which clauses are deemed to be incorporated herein.
CLAUSE SEVENTEEN (16) - JOINT DECLARATION:
The Seller and the Buyer, each declares into one another that the GLD Commodity offered
herein for sale and the origin of the funds used for purchasing the GLD Commodity DO NOT
contravene any of the following LAWS:
a)
b)
c)
d)
e)
f)

The Drug Trafficking Act of 1986;

The Criminal Act of 1988;
The Prevention of Terrorism (Temporary Provisions) Act of 1989;
The Criminal Justice (International Cooperation) Act of 1990;
The Criminal Justice Act of 1993 and
Or any other illegal or criminal activity.

Accordingly, each Party to this SP Agreement indemnifies each other against any such
allegations which may or may not be made in the future;
CLAUSE EIGHTEEN (17) - TOTAL AGREEMENT:
This SP Agreement supersedes any and all prior Agreements related to the Au-Bullion Metal,
object of this SP Agreement, and it represents the entire and only 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.
CLAUSE NINETEEN (18) - ETHICS:
(NON-CIRCUMVENTION & NON-DISCLOSURE)
Both Parties, the Seller and the Buyer, acknowledge that the harm to the other Party would be
substantial and therefore the Seller and the Buyer agree to abide by the Customary
International Rules of Non-Circumvention and Non-Disclosure as established by the
International Chamber of Commerce, Paris, France, for a period of five (5) years from the date
hereof. Said Non-Circumvention and Non-Disclosure shall include, but not limited to
communicating with each others banks. The understanding and accord of this sub-paragraph
will survive the termination of this SP Agreement.
CLAUSE TWENTY (19) - EXECUTION OF THIS AGREEMENT:
The terms and conditions of this SP Agreement shall be confirmed by the Buyer and the Seller
via facsimile or E-mail. Said executed facsimile or E-mail shall be binding. It also initiates and
concludes the legal liabilities between the Buyer and the Seller of this SP Agreement. The Hard
Copies/Originals will be executed at a Top Table Meeting for signatures; or, if parties so decide,
by exchanging though international secured courier.
CLAUSE TWENTY ONE (20) JURIDICAL ADDRESSES OF PARTIES
SELLER:
SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE

TCL510GLD2011GUINEA

SELLER CODE

TCL/SEC01/AU0103/200265

BUYER CODE

Name
Address
Telephone Number
Fax Number

STRICTLY
CONFIDENTIAL
Date: --/10/2011

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SELLER CO-ORDINATE BANK INFORMATION

Bank name
:
Address
:
Bank Officer
:
Account Name
:
Account Number
:
S.W.I.F.T.
:
Telephone Number :
Fax Number
:
BUYER:
Name
Address
Mailing Address
Phone N
Fax N

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BUYER CO-ORDINATE BANK INFORMATION

Bank Name
:
Bank Address
:
Telephone
:
Fax No.
:
Telex
:
SWIFT Code
:
Website
:
Account Name
:
Account
:
Account Officer
:
CLAUSE TWENTY TWO (21) - PROCEDURE:
The Buyer and the Seller herewith agree to accept the following procedures throughout this
Agreement, as follows:
Seller issues this complete FCO. Buyer accepts and signs this FCO and returns it to Seller
Together with signed FCO along with his LOI. Seller/Buyer issues signed Sales & Purchase
Agreement (S&P)/IMFPA+NCNDA to be signed by Buyer. Buyer signs the SPA/IMFPA+NCNDA
and returns to Seller.
Immediately upon receipt of the signed S&P from Seller, Seller issues a verifiable legal
document from his Notary Public confirming to the existence of the Gold available for delivery
according to the signed contract and the buyer is request to obtain authority form our
Government to purchase the Au metals.
Upon receipt of the Notary Public document, the Buyer will instruct his issuing bank to issue a
BPG (Bank Payment Guarantee) via Swift MT760 (90% of 200Kg delivery) to the Sellers
receiving bank to start the delivery. The Buyers bank must also guarantee to issue an
additional BPG for 300kgs as soon as the first delivery of 200 Kg has been performed as
agreed, to together with the initial BPG cover 90% of the next delivery of 300 MT.
The Seller arranges his own Air Transport for the first shipment of Hallmark Gold Bullion to the
agreed Airport Free Zone at (Sellers Expense) where the Buyer or his representative has the
right to re-verify and accept the delivery.
The delivery will normally arrive Saturday morning and the verification will be made that
Saturday and following Sunday.
SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE
SELLER CODE

TCL510GLD2011GUINEA
TCL/SEC01/AU0103/200265

BUYER CODE

STRICTLY
CONFIDENTIAL
Date: --/10/2011

After acceptance of the delivery, the Buyer will instruct his bank following Monday to the same
day make a Swift MT103 Cash Payment for the full amount owing of the delivered Hallmark
Gold Bullion with agreed discount of resulting rate price to Sellers designated bank account
after deducting any prepayment made as requested by the Government.
The Title of the shipment documents will be released to the Buyer by the Sellers Notary Public
simultaneously as the full payment has been made to the Sellers specified bank account by
the Buyer via Swift MT103.
CLAUSE TWENTY FOUR (21) - PENALTY FOR NON-PERFORMANCE:
Each party agrees with the other that upon breach or non performance of this Agreement, the
party in default will pay to the other party (parties):
The non-performance liquidated damages of Ten Million Euro (10.000.000 EUR) plus all loss of
damages sustained by the non-defaulting party (parties) by reason of such breach, including
all paid royalties, commissions or like income that the injured would have received, plus
All expenses incurred in enforcing any legal remedy and/or right(s) based upon or arising out
of this Agreement, plus All reasonable attorney fees.
The banking coordinates, will be given in a separate appendix to the agreement, when the
original of the agreement will be signed by the parties and notarized.
CLAUSE TWENTY THREE (22) - DISTRIBUTION OF COPIES:
This Agreement is made in six (6) identical copies of seven (7) pages and Four (4) Annexes: 1)
Proceeds of Payment; 2) Master Fee Protection Agreement; 3) Buyer Mandate Passport 4)
Seller Signatory Passport, in the English language, out of which two (2) copies belong to the
Seller; two (2) to the Buyer; and, two (2) to each Mandatory
BY SIGNING BELOW, both Parties abide by their corporate and legal responsibilities, execute
this SP Agreement under full penalty of perjury on the date of ___ of October 2011.

SELLER:

Mandate:

_____________________
- Mr.
Passport :
Issued by:

_______________________
- Mr.
Passport :
Issued by:

BUYER:

Mandate

_____________________
- Mr.
Passport :
Issued by:

________________________
- Mr.
Passport :
Issued by:

SELLER:

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BUYER:

SALE PURCHASE AGREEMENT FOR AU BULLION

TRANSACTION CODE

TCL510GLD2011GUINEA

SELLER CODE

STRICTLY
CONFIDENTIAL

TCL/SEC01/AU0103/200265

BUYER CODE

Date: --/10/2011

Annex 1
Delivery schedule
MOHTH

2011

2012

2013

QUANTITY

April

***

KGS

May

***

KGS

June

***

We can

KGS

July

***

extend

KGS

August

***

work

KGS

September

***

KGS

October

***

KGS

November

***

KGS

December

KGS

10

January

KGS

11

February

KGS

12

March

KGS

2011
2012
2013
TOTAL in the in this deal

Kilograms

REQUIRED MESSAGE: ALL TRANSFER INSTRUCTIONS SHALL STATE: We are satisfied as to the source of the funds
which is clean and clear, of Non-Criminal Origin and associated with customary remuneration.
Upon execution, a courtesy clear copy of the SWIFT wire transfer with confirmation numbers in respect of each
payment shall be sent to the above beneficiary via a designated email.
Every of participant is in obligate to send back information of receiving of payment amount on your notification bank
account.
On the Date of ___ of October 2011

BUYER:

Buyer Mandate:

__________________________
- Mr.
Passport :
Issued by:

______________________
- Mr.
Passport :
Issued by:

SELLER:

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BUYER: