You are on page 1of 15

LSM Precious Stones

LSM TRADING PTY LTD. ACN 618780617


Mezzanine Level 4 Sharland Avenue Chatswood 2067 NSW Australia
Tel: +61412662268 Email : Linda@lsmconsultants.com
AUSTRALIA * SINGAPORE * AFRICA * NEWYORK

CODE: PRM-LASM-14032019

SUPPLIER AGREEMENT FOR UNPOLISHED ROUGH DIAMOND

His Supplier Agreement (hereinafter referred “Agreement”) is made and entered into on this 12th day of
March 2019 (t Effective Date”) by and between:

Company Name LSM TRADING


Business Address MEZANINE LEVEL , 4 Sharland Avenue Chatswood 2067 NSW
Registration No ACN618780617
Represented by Linda Salud Margon
Position Chairman, CEO
Email Address linda@lsmconsultants.com

Hereinafter referred to as “LSM”

AND

Company Name PROMO IBIZA GIO SL


Business Address MONTAÑETA LA CORONA 1 CP12600 VALL DE UXO
CASTELLON ESPAÑA
Registration No B57451247
Represented by ALEXANDER PUIG ESTEBAN
Title Managing Director
Telephone 0034 692 43 96 96
Passport Country Spain
Passport No PAE028240
Email Address juanjo@juazzit.com

Hereinafter referred to as “Supplier”

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

LSM Trading 2019 Commercial in Confidence Page 1 of 17


LSM Precious Stones
criminal origin; n has it been arranged as a deposit or collateral for a credit line or a financial instrument,
and that it is ready, willing and able to deliver the commodity under the terms and conditions as stipulated
herein .In addition, “Supplier warrants that the commodity does not contravene any of the following
laws:

❖ The USA Drug Trafficking Act of 1986;

❖ The USA Criminal Act of 1988:

❖ The USA Prevention of Terrorism Act (Temporary, Provisions) of 1989;

❖ The USA Criminal Justice (International Cooperation) Act of 1990;

❖ The USA Criminal Justice Act of 1993;

❖ The USA Trade Secret Act of 1979;

❖ The USA Electronic Espionage Act of 1993 (18 U.S.C. 1839-3);

❖ 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.

❖ No Child Labor and Mercury within the product


❖ NO Fake Kimberley Certificate issued

❖ No participation for illegal trading

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:

1.DULY AUTHORIZED REPRESENTATIVES


1.1 The Supplier may delegate their authority under this Agreement and may act through their du
appointed representative(s).

LSM Trading 2019 Commercial in Confidence Page 2 of 17


LSM Precious Stones
1.2 LSM may delegate their authority under this Agreement and may act through his duly appoint
representative(s).

2. COMMODITY SPECIFICATIONS AND QUANTITY.


“Supplier” agrees to provide Rough diamond material (Rough Diamond) in accordance with and
und adherence to the following specifications and quantities (the “Material”):

Commodity Unpolished Rough Diamond


Product Form Rough Diamond
Origin Burkina Faso , and other KPC issuing African Country
Quality Gem Quality
Calculation As per manifest attached
Price 1º SPOT USD 500,000 for 1,500 carats
2º Extensions USD 1,350 per carats with the volume of 1,143,375
carats to be paid on full settlement after the Gemologist test in
destination New York.

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

b) 20,000 Carats at USD 1,350 per carat.

c) Duration – One spot deal and 12 months Contract

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

Payment CIF : 20,000 Carats ( as per attached Appendix A) =USD 27,000,000.00


deposit payment, release as NEW YORK

CIF: For Contract of 36,000 to 131,187.50 Carats a month payment


will MT 103 after successful test of destination gemologist, T/T
within 48 hours.
Guarantee: letter of credit, or Escrow account, etc.

LSM Trading 2019 Commercial in Confidence Page 3 of 17


LSM Precious Stones
First & Each Trade Test tranche as per manifest attached to be shipped within 15 days
Lift after signature of this Agreement. 21,500
Notwithstanding the above, the Parties will mutually agree on any
additional quantities and changes to schedule. A copy of the schedule
is attached hereto as Exhibit 1.

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 )

Colour IF-VS2 D-H

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.

DELIVERY METHOD AND PROCEDURE

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:

Buyer destination Airport: xxx

In documents where it is necessary to put the following data:

Buyer Recipient: xxx


Buyer Phone: xxxxx
DOCUMENTS TO DECLARE CARGO GOODS TO ……. CUSTOMS (Format AWB IATA) -
AIR WAY BILL (AWB) certificate stating

CONSIGNEE: xx

PO Box: xxxxxx

Tel. xxxx

HANDLING INFORMATION: xxxx

PO Box:xxxx

Tel. xxxxx

LSM Trading 2019 Commercial in Confidence Page 4 of 17


LSM Precious Stones
 LSM release full payment MT103 within 6 to 48 hours to the supplier
 Supplier will be received acceptance and send receipt
 Summary of Account will be release to the supplier
 Commission release for payment after full settlement with the supplier

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:

6.1 “Supplier” Designated Bank

BANK NAME:
BANK ADDRESS
BANK SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
PHONE:

6.2 “Buyer” Designated Bank

BANK NAME:
BANK ADDRESS
BANK SWIFT CODE:
ACCOUNT NAME:

LSM Trading 2019 Commercial in Confidence Page 5 of 17


LSM Precious Stones
ACCOUNT NUMBER:
PHONE:

LSM Trading 2019 Commercial in Confidence Page 6 of 17


LSM Precious Stones

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.

SECURITY, CUSTODY, AND LOSS


Both Parties warrant that each shall take good care, custody and control of the Product under the
possession and will bear all risk of loss or damage while in its possession. It is understood an maintained
that the Supplier shall maintain adequate insurance coverage to protect the Product un delivery is
perfected to the end buyer’s designated refinery. It is further understood and maintain that LSM shall
cause the buyer to maintain adequate insurance coverage to protect the Product upo receipt and
acceptance of the Product at its designated refinery up until the transaction is completed

LSM Trading 2019 Commercial in Confidence Page 7 of 15


LSM Precious Stones

KIMBERLEY PROCESS and CERTIFICATE

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

TAXES AND INSTITUTIONAL COSTS

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

CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION


This Agreement and all information related to this Agreement and the related work (collectively
“Confidential Information”) are confidential. Each Party agrees not to use Confidential Information
disclosed to it for such Party’s own use or for any purpose other than to carry out discussion concerning
and the undertaking of this Agreement. Neither Party shall disclose or permit to disclosed any
Confidential Information to third parties or to any other party other than director officers, employees,
consultants, affiliates, and agents who need the Confidential Information in order to perform the
obligations under this Agreement. Each Party agrees that it shall take all reasonable measures to protect
the secrecy of and avoid disclosure or use of Confidential Information in order prevent such Confidential
Information from falling into the public domain or the possession of person or entities other than persons
or entities authorized under this Agreement to have any such information. Such measures shall include,
but not be limited to, the same degree of care either Par uses to protect its own Confidential Information
of a similar nature, which shall be no less the reasonable care. Each Party agrees to notify the other in
writing of any actual or suspected missus misappropriation or unauthorized disclosure of Confidential
Information which may come to such Party’s attention. The foregoing shall not apply to information
which is known to the receiving Party at the time of disclosure, is or becomes public knowledge through
no fault of the receiving Party which is independently developed by the receiving Party without reference
to the Confidential Information, or is required to be disclosed pursuant to a court of law.
Supplier agrees not to circumvent LSM in relation to this agreement or any future engagement und
discussion or in relation to future projects with any existing clients, suppliers or customers of Seller
Supplier understands that in the event of any circumvention or solicitation of LSM contacts and/ buyers,
LSM will be entitled to the payment of the entire twelve (12) months of the contract price damages.
Supplier further understand that such damages will not be in lieu of any other right of LSM

SUCCESSORS AND ASSIGNS


The terms and conditions of this Agreement shall insure to the benefit of and be binding upon t respective
successors and assigns of the Parties, provided that Confidential Information of t disclosing Party may not
be assigned, whether voluntarily or involuntarily or by operation of la without the prior written consent of
the disclosing Party, which may be withheld or denied in the so and absolute discretion of the disclosing
LSM Trading 2019 Commercial in Confidence Page 8 of 15
LSM Precious Stones

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

GOVERNING LAW; JURISDICTION


This Agreement and all acts and transactions pursuant hereto and the rights and obligations of t Parties
shall be governed, construed and interpreted in accordance with the laws of the state of New York, United
States of America, without giving effect to principles of conflicts of law

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

AMENDMENT AND WAIVER


Any term of this Agreement may be amended with the written consent of the Parties, which consent
specifically references this Agreement. Any amendment or waiver effected in accordance with the
Section shall be binding upon the Parties and their respective successors and assigns. Failure enforce any
provision of this Agreement by a Party shall not constitute a waiver of any term hereof b such Party

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

LSM Trading 2019 Commercial in Confidence Page 9 of 15


LSM Precious Stones

LSM SOCIAL CONTRIBUTIONS


LSM profit of 5% in Precious Stones and Metal will be kept and the proceed will be released in t
nominated fund for the Miners or workers of Rough Diamond and Gold for LSM Charity Projects.
LSM Property development will build infrastructure, of Housing facilities, energy and water for usage for
the miners whilst in the contract with nominated and chosen supplier of LSM. LSM will release a contract
with the miners to assure that all miners and their company working with LSM will receive and benefit of
the 5% of LSM Sale for their Housing Facilities, Medical, Dental, transport a sponsored educational
contribution to the talented and qualified by LSM Education Fund, nominated children of the miners.
LSM will release a contract with the mining company in regards to the social contribution to addressed as
project to project basis. The contract with the Miners will be subject to the social contribution of LSM
policies and procedure will be emplaced and followed upon the agreement stat in the contract Sellers,
Buyers and Partners of LSM are requested to donate on this social contribution of LSM.

23. ENTIRE AGREEMENT


This Agreement is the product of both of the Parties, and constitutes the entire agreement between such
Parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of t Parties
with regard to the transactions contemplated herein. Any and all other written or or agreements existing
between the Parties hereto regarding such transactions are expressly cancelled.

24. EXECUTION AND COUNTERPARTS


This Agreement may be executed by a Party’s signature transmitted by portable document format (.pdf),
and copies of this Agreement so executed and delivered shall have the same force and effect as an
original. This Agreement may be executed in two or more counterpart signature pages, each of which
shall be deemed an original, but all of which together shall coordinate one and the same instrument.

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

PROMO IBIZA GIO SL


MONTAÑETA LA CORONA 1 CP12600 VALL DE
UXO CASTELLON ESPAÑA
ATT: SENOR JUAN JOSE PUIG ZARZA
POSITION: MANAGING DIRECTOR
Email: juanjo@juazzit.com

BUYER

LSM TRADING PTY LTD


MEZANINE LEVEL
4 Sharland Avenue
Chatswood 2067 NSW AUSTRALIA
ATT: MRS. LINDA SALUD MARGON
LSM Trading 2019 Commercial in Confidence Page 10 of 15
LSM Precious Stones

Position: Chairman, CEO


Email: linda@lsmconsultants.com

IN WITNESS WHEREOF, The Parties hereto have hereby signed this Agreement on the date first above
written.

SIGNATURE

FOR AND ON BEHALF OF SUPPLIER

BY: Mr. Alexander Puig Esteban

Title: Managing Director

FOR AND ON BEHALF OF LSM

BY: LINDA SALUD MARGON

TITLE: CHAIRMAN and CEO

LSM Trading 2019 Commercial in Confidence Page 11 of 15


LSM Precious Stones

APPENDIX A

NO. MONTHS QUANTITY DESTINATION PRICE/MT TOTAL PRICE

March 1,500 Carats $500,000 USD $500,000 USD


TBD
March 20,000 Carats $1,350.00USD/CARAT $27,500,000 USD
CIF TBD
36,000 Carats $1,350.00USD/CARAT $49,100,000 USD
1. TBD
$67,500,000 USD
2. 50,000 Carats TBD $1,350.00USD/CARAT
$101,250,000 USD
3. 75,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
4. 100,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
5. 100,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
6. 100,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
7. 100,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
8. 100,000 Carats TBD $360.00 USD/MT
$135,000,000 USD
9. 100,000 Carats TBD $1,350.00USD/CARAT
$135,000,000 USD
10. 100,000 Carats TBD $1,350.00USD/CARAT
$177,103,125 USD
11. TBD $1,350.00USD/CARAT
131,187.50 Carats
$177,103,125 USD
12. TBD $1,350.00USD/CARAT
131,187.50 Carats
1,143,375 Million Carats IN 12 MONTHS 1,543,556,250 USD
TOTAL

LSM Trading 2019 Commercial in Confidence Page 12 of 15


LSM Precious Stones

LSM Trading 2019 Commercial in Confidence Page 13 of 15


LSM Precious Stones

LSM Trading 2019 Commercial in Confidence Page 14 of 15


LSM Precious Stones

LSM Trading 2019 Commercial in Confidence Page 15 of 15

You might also like