Professional Documents
Culture Documents
Legal 1
Legal 1
LETTER OF INTENT........................................................................................................................................2
LETTER OF INTENT........................................................................................................................................6
IRREVOCABLE CORPORATE PURCHASE ORDER..........................................................................................10
RESOURCE APPROVAL................................................................................................................................13
Bank Comfort Letter...................................................................................................................................16
BUYER COMMISSION AGREEMENT (BCA)...................................................................................................18
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.............................................................................21
SALES & PURCHASE” AGREEMENT.............................................................................................................25
Amodu, USA
Contact person: Amodu Kelvin
Address: 100 high street, New York, United States 11218
Tel: 1-702-403-9854
LETTER OF INTENT
Dated: 19.01.2011.
Dear Sirs,
I, Mr. Kelvin, on behalf of Amodu, hereby state and represent that it is our intention to
purchase, and we hereby confirm that we are ready, willing and able to purchase the following
commodity as per the specification and in the quantity and for the price as specified in the terms
and conditions as stated below. This representation is made with full corporate authority and
responsibility.
We confirm and guarantee that this Letter of Intention has not been issued to any other
sellers or brokers before and has a validity of fifteen (15) days from the date of issue.
PRODUCT DETAILS
Product: Aluminum
Delivery Time: 4 weeks delivery, max after buyer received acceptable Letter of Credit
Packing:
Performance Bond: 2%
A copy of this LOI will be also sent by the buyers to their Bank informing them of
what they intend to purchase.
COMPANY Amodu
TELEPHONE 1-702-403-9854
E/FAX 1-702-403-9854
TITLE PRESIDENT
Yours faithfully,
Amodu Kelvin
President
Amodu
Company rubber stamp
19.01.2011
LETTER OF INTENT
Dated: 19.01.2011.
To: Amodu
Dear Sirs,
I, David J. Reev, on behalf of Rio Tinto Alcan, hereby state and represent that it is our
intention to sell, and we hereby confirm that we are ready, willing and able to sell the following
commodity as per the specification and in the quantity and for the price as specified in the terms
and conditions as stated below. This representation is made with full corporate authority and
responsibility.
We confirm and guarantee that this Letter of Intention has not been issued to any other
sellers or brokers before and has a validity of fifteen (15) days from the date of issue.
PRODUCT DETAILS
Product: Aluminum
Delivery Time: 4 weeks delivery, max after buyer received acceptable Letter of
Credit
Packing:
Performance Bond: 2%
LEGAL ADDRESS Alcan Iceland Ltd. Straumsvik - P.O. BOX 244 - 222
CITY Hafnarfjordur
COUNTRY Iceland
Yours faithfully,
David J. Reev
Manager Partner
19.01.2011.
IRREVOCABLE CORPORATE PURCHASE ORDER
Date: 19.01.2011.
From: Amodu
I, the undersigned Amodu Kelvin hereby declare and confirm that we are ready, willing and able
to purchase the commodity as per specification and the quantity and for the price as specified in
the terms and conditions as hereinafter set forth. This representation is made with full corporate
authority and responsibility of the above.
Commodity: Aluminum
Total quantity: 30 MT
Specification:
Delivery: 4 weeks delivery, max after buyer received acceptable Letter of Credit.
Payments:
Shipping:
POP:
Performance bond:
Loading:
Discharge:
All costs at the port of discharge for the account of the buyer.
Buyer’s information:
Amodu, USA
Contact person: Amodu Kelvin
Address: 103 100 high street, New York, United States 11218
Tel: 1-702-403-9854
We understand that any and all offers and/or contracts are subject to successful seller verification
of funds availability, we hereby give our permission of the seller to conduct a soft probe of our
account listed above.
________________________
Date: 20.01.2011.
RESOURCE APPROVAL
Aluminum
Date: 20.01.2011.
To: Amodu
I, the undersigned David J. Reev hereby declare and confirm that we are ready, willing and able
to sell the commodity as per specification and the quantity and for the price as specified in the
terms and conditions as hereinafter set forth. This representation is made with full corporate
authority and responsibility of the above.
Commodity: Aluminum
Specification: Quality of Aluminum delivered under this offer shall meet the below stated
specification:
TERMS:
2) Packing:
4) Validity: Five days from now to confirm our Pro Forma Invoice. L/C (approved by
the Sellers) shall be opened latest one week from now. After these dates this
offer is subject to our re - confirmation.
7) Origin: Iceland
10) Loading: Loading can start within 4 weeks after receipt of 100 % workable Letter of
Credit in bank indicated by Seller after approval of this document and
signing commercial contract between parties.
11) Delivery: FOB New York, USA. Loading: All costs at the port of loading for the
account of seller. Discharge: All costs at the port of discharge for the
account of the buyer.
Seller’s information:
________________________
Date: 20.01.2011.
PROOF OF FUNDS
Date: 20.01.2011
From:
Bank : Citibank
Bank Officer : Michele Miller
Bank Address : 262 1ST Ave
Bank City & State : New York, USA
SWIFT : CITIUS33 ABA 021000089
Telephone number : 1-800-627-3999
To:
Buyer’s full company name: Amodu, USA
Address:100 high street, New York, United States 11218
Phone: 1-702-403-9854
Fax: 1-702-403-9854
E-mail: amodu.kelvin @amodu.com
Represented by:Amodu Kelvin
We are informed that our client Amodu, account number XXXXXXXXXXXXXXX would like
to purchase 30 MT (2.5 MT +/- 5% x 12 months) of Iceland Aluminum at US Dollars $: 2.356
per MT, FOB port Hafnarfjordur for a total of US$ 70 680.
This is to inform you that the Buyer has the financial capacity to issue such Letter of Credit
subject to bank formalities.
Contract Definitions
DELIVERY CONTRACT – Agreement between Buyer and Seller of delivery of specified goods
under agreed delivery condition.
A. THE PARTIES AGREE that this document is binding on the Parties hereto, including their
principals, employees, representatives, agents, assignees, heirs and successors, and is limited to
the terms set forth herein. The Parties also agree that this document embodies the full and
complete agreement of the parties, and no amendments, alterations, or modifications shall be
effective or binding upon the Parties hereto without prior written agreement signed by both
parties.
B. THE PARTIES FURTHER AGREE that this Agreement shall be terminated only by a written
amendment attached to this agreement, signed by all Parties hereto or their heirs, successors or
assignees. This agreement covers whole DELIVERY CONTRACT period.
C. Buying Agent commission will be fixed in IMFPA - Irrecoverable Master Fee Protection
Agreement.
D. NON CIRCUMVENTION, NON DISCLOSURE CLAUSE. The Buyer agrees not to
circumvent the commercial relationship between the Buying Agent and the Suppliers that the
Buying Agent is actively engaged in negotiations with, including but not limited to; avoiding, or
bypassing due payments or divisions of commissions or fees, in connection with this Agreement.
E. Furthermore, the Buyer and Buying Agent irrevocably agree that they shall not disclose or
otherwise reveal any confidential information provided by one party to the other, particularly non
disclosure of, contract terms, confidential product information, propriety or confidential
manufacturing processes, confidential product pricing schedules, commission rates and fees, or
financing arrangements.
F. BY THEIR SIGNATURES below, the signing Parties avow that they are duly empowered by
their respectively named companies to bind them to the commitments and obligations contained
herein.
G. In case of any disputes where is not possible to reach mutual agreement and not specified in
this contract are reviewed under Regulation of Iceland legislation and International Trade Laws
and contracts.
H. Any dispute, disagreement or claim arising from this Agreement, referring to it or its violation,
termination or invalidity, shall be solved by the Parties in mutual negotiations, but in case if the
Parties fail to agree, the dispute is submitted for review to the arbitration court - Baltijas
Komercdarījumu Šķīrējtiesa [Baltic Business Arbitration] in Riga (www.bks.lv) within it Rules
of procedure by 3 judges. Case language is English.
Amodu
_______________________
CEO and President
Dragon export&import.
_______________________
Member of Board
___________________
Represented by
Amodu Kelvin
___________________
Represented by
Dragan Brankovic
Contract №: 20100416
Buyer’s Name: Amodu
Buyer’s Address: 100 high street, New York, United States 11218
Buyer’s Phone Number: 1-702-403-9854
Buyer’s Fax Number: 1-702-403-9854
Signatory:
Commodity: Aluminum
1 We the undersigned herewith referred as the BUYER, under penalty of perjury do hereby
irrevocably confirm and irrevocably accept to pay BUYER AGENT in a manner as the
buyer will pay 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 the hard copies of this contract.
1.1 The entitlements herein specified will be transferred in full compliance with articles 48 and
49 of ICC N0. 500, as amended, in favor of the paymaster herein been named.
1.2 All pay orders shall automatically transfer funds as directed into BUYER AGENT
designated bank account within 2 (two) day after the commodity are delivered at the
destination station in compliance with agreement between BUYER and SELLER.
1.3 The payments will be made without protest, delay, or deductions (other than normal Bank
wire transfer fees).
2 I, the undersigned, with full corporate authority and legal responsibility, under penalty of
perjury, on behalf of the Buyer, do hereby irrevocably and conditionally undertake to pay
the commission specified in this Fee Protection Agreement in United States Dollars, in
favor of the Buyer Agent named herein. A commission of USD 12% per MT will be paid to
the BUYER AGENT. The said commission becomes payable if the referenced transaction
has successfully been concluded and the payment of the commodity has been made by the
Buyer in favor of the undersigned in respect of each and every shipment that has been
delivered. The responsibility of the undersigned payer is limited to the transfer of the
entitlement to the beneficiary paymaster whenever the commodity delivered has been paid
by the Buyer and to the observances of the practices of the NCND (Non-Circumvention
and Non-Disclosure Agreement).
3 It is expressly understood that BUYER AGENT agrees to act as Paymaster and take full
responsibility in the disbursement of funds (commissions as referrals, brokers, finder's fees)
in an expedient and fair fashion, as agreed and understood by all parties concerned.
4 This master fee protection agreement covers the agreement between BUYER and SELLER
and shall include any renewals, extensions, rollovers, additions or any new or transfer
contract any how originated from this transaction because of the BUYER and BUYER
AGENT or changing codes of the initial contract entered into between the BUYER and
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.
Furthermore, we agree that any and all commissions due shall be paid to the BUYER
AGENT 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.
5 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.
6 In case of any disputes where is not possible to reach mutual agreement and not specified in
this contract are reviewed under Regulation of Latvia legislation and International Trade
Laws and contracts.
7 Any dispute, disagreement or claim arising from this Agreement, referring to it or its
violation, termination or invalidity, shall be solved by the Parties in mutual negotiations,
but in case if the Parties fail to agree, the dispute is submitted for review to the arbitration
court - Baltijas Komercdarījumu Šķīrējtiesa in Riga (www.bks.lv) within it Rules of
procedure by 3 judges. Case language is English.
Aluminum
This agreement is made on this 20th Day of January, 2011 and entered into between:
SELLER:
ADDRESS: Alcan Iceland Ltd. Straumsvik - P.O. BOX 244 - 222 Hafnarfjordur, Iceland
AND
BUYER:
TEL.: 1-702-403-9854
FAX: 1-702-403-9854
2.- Buyer Issues Contract. After Signed and sealed by seller, contract is retuned,
3.- Seller will submit through mail/fax transmission the Product "Aluminum" Proof of Product
"POP" to Buyer, consisting of following set of documents:
4.- Buyer/buyers bank verifies Product “Aluminum” POP’s authenticity and pays via SWIFT
MT103 direct to the Sellers designated bank account per shipment. Swift receipt will be faxed or
mailed to the seller as confirmation that transfer of funds has been made.
5.- After verification & transfer of funds by MT103/23, the Seller transfers merchandize Title to
Buyer or his nominated party’s name and presents the pertinent documents to Buyer’s bank.
AGREEMENT CLAUSES
The Parties mutually desire to execute this Agreement which shall be binding upon and inure to
the benefit of the Parties, their successors and assigns, in accordance with the jurisdictional law
of the negotiated and fully executed Agreement with terms and provisions hereunder agreed
upon.
SCOPE OF AGREEMENT
The Seller hereby confirms with full legal and corporate responsibility and under penalty of
perjury that the Seller is the owner of the Commodity, and is ready, willing, and able to enter
into this Agreement for the purpose of selling the Commodity.
The Buyer hereby confirms with full legal and corporate responsibility and under penalty of
perjury that the Buyer is ready, willing, and able to enter into this Agreement for the purpose of
buying the Commodity.
COMMODITY
In this document “Commodity” shall be understood to be Iceland Aluminum
QUANTITY
The total contractual quantity of the Commodity sold and purchased under this Agreement is 30
(thirty metric tons) SPOT first month delivery and 2.5 MT (TWO AND HALF metric tons) per
month for 12 months as per agreed loading schedule between SELLER and BUYER. Duration:
12 months with Possible Rolls and Extensions.
QUALITY
The Seller hereby guarantees that the quality of the Commodity sold will conform to the
guaranteed specifications below.
BUYER’S BANKING
Should either Party fail to comply with any of their obligations to the other Party related to This
Contract, then the contract is void.
INSPECTION
The quality and the weight of the products shall be ascertained and certified by SGS at loading
port at Seller’s cost and at the discharging port at the Buyer’s cost.
The Buyer shall pay all any taxes, duties related to the performance of this contract and collected
beyond the discharge port.
APPLICABLE LAW
The Iceland Law shall govern all matters relating to the validity, interpretation or performance of
this contract.
ABRITRATION
-All disputes arising in connection with the present contract shall be settled in an amicable way
firstly. Should no agreement be reached by the parties, then the case shall brought for final
settlement under the rules of conciliation and arbitration of the international Chamber of
commerce in London by one or more arbitrators in accordance with the said rules.
-Each party shall appoint one arbitrator, nothing in the agreement shall be constructed to prevent
any court having jurisdiction from issuing injunctions, attachment orders or order for other
similar relief in aid of any arbitration commenced (or to be commenced) pursuant to the Section.
Judgment upon the award rendered by the Arbitrator(s) could be entered in the Court having
jurisdiction hereof.
-Neither party shall fail to comply in a timely way with the obligations of this part to be
performed in a pursuance to this contract although a dispute has arisen and proceeded to
arbitration.
-Findings as assessed by the designated third Arbitrator, without any possibility of recourse, will
be final and binding on both parties.
All parties related to this contract accept and agree to the internationally accepted provisions for
non-circumvention and non-disclosure with regard to all and every one of the parties involved in
this transaction and contract, and any additions, renewals and third party assignments, with full
reciprocation for a period of Five (5) years of the execution of this contract.
.
FORCE MAJEURE
Neither party to this agreement shall be responsible for breach of contract cause by acts of God,
insurrection and breakdown of refinery operations or supplies to the seller, civil war, military
operations, and national or local emergencies. The parties hereby accept the international
provisions of Force Majeure and hardships published by the International Chamber of
Commerce.
DECLARATION
The undersigned declare that the foregoing instrument fully sets forth the entire agreement
between the parties and that the signatories below have been fully and duly authorized to enter
into and bind each representative company to the contract.
WITNESS WHEREOF; THE PARTIES HERE TO SET THEIR HANDS AND ARE
WITNESSED WITH SEALS UPON THIS COMMODITY CONTRACT AS OF THE January
20th, 2011
THE BUYER:
______________________________
THE SELLER:
____________________________
ANNEX A
Iceland, Aluminum
Melting Point (°C) 660.2
Boiling Point (°C) 2480
Mean Specific Heat (0-100°C) (cal/g.°C) 0.219
Thermal Conductivity (0-100°C) (cal/cms. °C) 0.57
Co-Efficient of Linear Expansion (0-100°C) (x10-
6/°C) 23.5
Electrical Resistivity at 20°C (µΩ.cm) 2.69
Density (g/cm3) 2.6898
Modulus of Elasticity (GPa) 68.3
Poissons Ratio 0.34