Professional Documents
Culture Documents
CODE: PRM-LASM-14032019
His Supplier Agreement (hereinafter referred “Agreement”) is made and entered into on this 12th day of
March 2019 (t Effective Date”) by and between:
AND
Supplier and Buyer are collectively referred to herein as a “Party” or the “Parties.”
WHEREAS, The “Supplier” warrants that it has in its own possession and authority the commodity as
specifie herein ("the Commodity"), that said commodity free from any liens and. encumbrances, has no
❖ The USA Antiterrorism, Act and the patriot Acts I and II (2003• and latest Revisions);
❖ The USA Syrian Accountability and Lebanese Sovereignty Restoration Act of 2003;
❖ Nor does it constitute any other USA based Illegal or Criminal Activity.
WHEREAS, The Supplier represents and warrants that it can fulfill the requirements of this agreement to
sell an provide the commodity herein mentioned in a timely manner, under the terms specified and agreed
upon by t Parties.
WHEREAS, LSM represents and warrants that it has the financial and corporate authority to purchase the
commodity herein mentioned in a timely manner, under the terms specified and agreed upon by the
Parties.
WHEREAS, The Supplier and LSM, respectively, represent and warrant that they can fulfil the
requirements of the agreement and respectively provide the products and the funds referred to herein, in
time and under the terms agree to hereafter; and
WHEREAS, The Supplier and LSM both agree to finalize and execute this contract under the terms and
condition hereinafter set forth.
NOW THEREFORE; In consideration of the mutual promises, agreements, terms, assertions and
covenants here and other good and valuable considerations, the receipt of which is acknowledged hereby,
the parties hereto mutual and voluntarily agree as follows:
This price is fixed for the first 12 months. The price will be reviewed
every 12 months on the first business day of the month in accordance
with market trends.
Contract SPOT Deal
Quantity& Duration
a) 1,500 Carats for First Tranche as per manifest at cost of USD
500,000
Extensions:
On the second Trench 36,000 to 131,187.50 Carats on above
description every 8th days of the month delivered in destination at the
price of USD 1,350 per carats
Total Amount 1,500 Carats = USD 500,000.00
deposit payment, release as BURKINA FASO
Gemologist The final gemologist in destination result will be made at the buyers’
designated area and the result of test will be paid in full settlement
Shapes 4 carat and no limit on the size
Clarity Sew able and makeable (No mackles flats, twinned stones, diamonds
of light florescence should not exceed 5% of the parcel )
Packing Export Package Sealed or any other suitable packing commonly used
in the trade with signature of nominated LSM Gemologist.
CIF New York Standard International
Currency All valuation and payment as part of this transaction shall be made in
United States Dollars (“USD”) to the bank account designated by
Supplier.
These 20,000 carats to be paid in full settlement after the Gemologist test in New York destination.
Merchandise will be accompanied by buyer and seller to destination New York
CIF, Extensions:
CONSIGNEE: xx
PO Box: xxxxxx
Tel. xxxx
PO Box:xxxx
Tel. xxxxx
DELIVERY DOCUMENTS
All Delivery Documents must be maintained and transmitted in accordance with the procedure Supplier
will provide the following documents to LSM Legal’s for approval and review and LSM w then confirm
and release approval shipment of the product once LSM has reviewed all documents an is satisfied that
they comply with all requirements and compliance.
Kimberley diamonds
Export license
Export Permit;
Commercial Invoice – 1 Original plus 3 copies in favors of the Buyer (sample invoice provided).
Insurance
AIR WAY BILL (AWB)
PAYMENT TERMS
For the First 1, 500 carats: Deposit payment, release as BURKINA FASO
For the first 20,000 carats: Payment, release as NEW YORK
For Contract of 36,000 to 131,187.50 Carats month for 12 months: Payment, release as NEW YORK
BANKING COORDINATES
The Parties agree that all transfers of funds and/or monies will be by way of SWIFT MT103 between
LSM and “Supplier” to the following account:
BANK NAME:
BANK ADDRESS
BANK SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
PHONE:
BANK NAME:
BANK ADDRESS
BANK SWIFT CODE:
ACCOUNT NAME:
Seller shall pay all Taxes as well deliver the Gold to Buyer Country Airport for Buyer to pay the Local
Import Taxes as well deliver the Gold to Buyer Refinery for final Assay before Payment.
TERM; TERMINATION.
8.1 Term. The initial term of the Agreement, unless terminated sooner in
accordance with Section 8.2, will be twelve (12) months unless either Party gives at least sixty
(60) days writ notice to the other of its desire to not continue the Agreement in the understanding
that the Parties m not terminate this Agreement during the first ninety (90) days from the date of
execution. Upon expiration of the initial Term, the agreement is automatically renewed for
twelve (12) month period (Renewal Terms) unless the Parties negotiate a different term for such
renewal.
8.2 Termination. Notwithstanding the foregoing, this Agreement may be terminated at any time
prior the expiration of the initial Term or any Renewal Term only (i) by mutual written consent
of Seller and Buyer; (ii) by either Party by delivering a written notice of termination if the other
Party breaches an provisions of this Agreement and fails to remedy such breach within thirty
(30) days after receipt written notice of such breach; provided, however, that if the breach is
cured within thirty (30) days the termination notice, the termination shall not be effective; or (ii)
immediately by either Party in t event the other Party is adjudicated bankrupt; a petition in
bankruptcy is filed either by or against t other Party; the other Party makes any assignment for
the benefit of creditors; or a receiver appointed for a substantial part of the other Party’s assets
or business.
The obligations regarding shipment and product delivery and quality are considered material
obligations of this Agreement. Failure by Supplier to provide the Material in a timely manner,
and the quality and specification described in this Agreement will allow LSM to immediately
terminate t Agreement. Supplier will be liable to pay LSM for all losses incurred in the event of
such termination without any prejudice to LSM’s right to claims or actions under the law to
recover any damages, any part of sums owed to LSM. The termination of this Agreement, for
any reason, will not eliminate any liability or obligation of an Party hereto arising out of its
conduct prior to the date of termination.
TITLE OF GOODS
The title or custody of the Rough Diamond shall pass from the “Supplier” to LSM once the payment
received by LSM with cleared funds, and receipt thereof is confirmed by the LSM Legal Account,
detailed in Section 6. Not with standing that the diamond is delivered to buyer’s’ refinery account,
ownership remains sole with the Supplier / LSM until full payment is received by LSM. Upon receipt of
payment ownership the Rough Diamond will be transferred to the buyer.
For the first few months the supplier will assure all processes in regards to Kimberley Certificate w be
sole responsibility of the supplier and assurance and guarantee that all rough diamond being exported to
LSM is with Kimberley Certificate guarantee that they are conflict free
The Parties hereto individually and separately accept that all liabilities for taxes, levies, duties charges,
and any institutional costs applicable in the execution of their respective rules and regulation will be
covered by each respective Party. The Parties agree they shall only be responsible for t commissions and
fees that they have agreed in writing to pay
INDEMNIFICATION
The Parties shall defend, indemnify, and hold each other harmless, including their respective officer
directors, members, employees, and agents from and against any loss, liability, claim or damage
(including reasonable attorneys’ fees and costs) relating to or arising from a breach of this Agreement
including but not limited to any claims arising from or related to the ownership of the Material
Party. Nothing in this Agreement, express or implied, intended to confer upon any party other than the
Parties hereto or their respective successors an assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except expressly provided in this Agreement
FORCE MAJEURE
The Parties hereto shall not be liable for any failure to perform in the event of acts of God, fir windstorm,
flood, explosion, collapse of structures, riot, war, labor disputes, delays or restrictions b governmental
bodies, inability to obtain or use necessary materials, or any causes beyond t reasonable control of such
Party.
In the event of any Force Major, this Agreement shall be suspended by mutual agreement of bo parties.
Should the Force Majeure condition not end within sixty (60) days, the Parties hereby free mutually
terminate this Agreement without any further obligations for either Party
SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable under applicable law, t Parties
agree to renegotiate such provision in good faith. In the event that the Parties cannot reach mutually
agreeable and enforceable replacement for such provision, then (a) such provision shall exclude from this
Agreement, (b) the balance of the Agreement shall be interpreted as if such provision(s) were so
excluded, and (c) the balance of the Agreement shall be enforceable accordance with its terms
ARBITRATION
The Parties agree to make every effort to solve any controversy, claim, or dispute arising out of related to
this Agreement in an amicable manner. Any controversy or claim arising out of or relating this
Agreement, or the breach thereof, which is not settled between the Parties themselves, shall settled under
the rules of the International Chamber of Commerce (“ICC”) in accordance with its rule for a pre-arbitral
referee procedure. All controversies, claims, disputes and settlements arising out or in connection with
this Agreement shall be settled by one or more arbitrators that shall be appoint or designated in
accordance with the rules of the ICC. All settlements and resolutions resulting from the arbitral
proceedings shall be binding upon the Parties. The language of the arbitration shall English. The
arbitration shall take place in New York, NY
REPRESENTATIONS
The Parties mutually represent that neither Seller, Buyer, nor their authorized representative’s have given,
offered, received or solicited anything of value to influence the actions of any official employee of the
other
25. NOTICES
Any notice given pursuant to this Agreement shall be made in writing and shall be deemed given on the
date received if delivered personally or by recognized overnight courier. The address for notices shall be
as follows:
SUPPLIER
BUYER
IN WITNESS WHEREOF, The Parties hereto have hereby signed this Agreement on the date first above
written.
SIGNATURE
APPENDIX A