Non-Monetary/Private/Second-hand goods/Recyclable with

purity of 99.95%-99.99% (Year 1999 – 2014)

DRAFT SPA for CIF XXXXX
(From Bangkok Security/Bonded Warehouse)
INTEGRATED FULL COPORATE OFFER (FCO) AND
SALES AND PURCHASE AGREEMENT (SPA) FOR
INTERNATIONAL PRECIOUS METAL HS71081200 (IN BAR FORM)
(This transaction is based on the use of inter-bank SWIFT confirmation ONLY using the international procedure
and INCOTERMS 2010)
Seller/Transaction Code: SPA XXXXXXXX
Date: 18th MARCH, 2021
Via Mr. XXXXXXXXX

By and between:
End Seller : (THAILAND)
Contact number/address/details :
Thailand Passport/ID No. :
Hereinafter called : “Authorized Signatory / End Seller”
And

Buyer/Buyer’s Mandate : XXXXXXXXXXXXXXXX

Contact number/address/details : XXXXXXXXXXXXXXXXXXX
Xxx Passport No. : XXXXXXXXXXXXXXXXXX
Hereinafter called : XXXXXXXXXXXXXXXXXX
All parties may be referred to individually as a “party”, or collectively as “parties”.

Subject: International Precious Metal HS71081200 in Bar Form - Importable and Exportable Worldwide
99.95% or better under Privately held company legalized for international import or export as
Return goods / Exchange / Backup Currency / Commercial Purposes
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I, Miss XXXXXXXXX. Holding Thailand Passport/ID No XXXXXX / XXXXXXX acting as the Seller, declares that
the Seller hereby confirms with corporate responsibility that the goods owner is ready, willing and able to enter
into the contract for selling 99.95% or better of Precious Metal to the Buyer.

1) Commodity International Precious Metal HS71081200 in Bar Form –

Importable and Exportable Worldwide Original GLD registered AU Bars in 1 Kg
and 12.5 Kg weight (GLD expired) Customs tariff numbers/ Harmonized System
Codes: 7108, 71081200, 71081300
2) Specifications A minimum purity of 99.95% or better
3) Quantity & Terms 2,000 Kg (2 MT) x 40 weeks contract with rolls & extensions till 80MT complete
4) Shipments The First Tranche will be 400 Kg (400 kgs) and subsequent lifts will be on
schedule agreed by both parties weekly (minimum-purchase requirements)

5) Hallmark Second-hand goods, to be renovated/smelted into international

recognized and accepted goods - more than 5 years old purity of 99.95%-99.99%

BRAND SIZE ORIGIN

5.1 Umicore +-12.5 KG/24K/40mm Belgium

5.2 Royal Mint +-1 KG/24K/9.2mm England
5.3 Baird & Co. +-1 KG/24K/9.2mm England
5.4 Perth Mint +-1 KG/24K/9.2mm Australia
5.5 PAMP SA +-12.5KG/24K/40mm Switzerland
5.6 Metalor +-12.5 KG/24K/40mm Switzerland
5.7 Valcambi +-12.5 KG/24K/40mm Switzerland
5.8 Commerzbank +-1 KG/24K/9.2mm Switzerland
5.9 Heraeus +-1 KG/24K/9.2mm Germany
5.10 Argor-Heraeus +-1 KG/24K/9.2mm Switzerland
5.11 RAND Refinery +-1 KG/24K/9.2mm South Africa
5.12 Nippon Mining +-1 KG/24K/9.2mm Japan
5.13 Misubishi +-1 KG/24K/9.2mm Japan
5.14 Johnson Matthey +-1 & 12.5 KG/24K Hong Kong
5.15 Emirates +-1 KG/24K/9.2mm UAE

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 5.16 Degussa +-1 KG/24K/9.2mm Germany
5.17 Logam Mulia +-1 KG/24K/9.2mm Indonesia
5.18 LS Nikko +-1 & 12.5 KG/24K South Korea
5.19 Nadir Metals +-1 & 12.5 KG/24K Turkey
5.20 UBS +-1 KG/24K/9.2mm Switzerland
5.21 Credit Suisse +-1 KG/24K/9.2mm Switzerland
5.22 Etihad +-1 KG/24K/9.2mm UAE

6. Selling Price: The Discount is GROSS, LBMA -12% / NET -9% to Buyer CIF GOLD REFINERY,
XXXXXX XXXX. per Kilogram based on Second Price Fixing at the LBMA on the prior day of execution for Good
Delivery Bars with a minimum grade of 99.95% AU. In the event LBMA is not operating on that scheduled day,
the price calculation shall be used based on the 2nd LBMA fixing of the Market opening day. Inclusive of Malca-
Amit or Brink’s Security Insurance.

7) Consultancy Fee: Total Commission is 3.0%/Kilogram - paid by Seller

7.1) 1.5% to Seller’s Representatives: Closed

7.2) 1.5% to Buyer’s Representatives: Open

8) Payment: As a payment guarantee, the buyer will issue non-operational, non-transferable

and non-assignable blocked funds via SWIFT MT799 to trigger the seller's MT600
and a 2% performance bond to the seller to the face value of the lift amount prior
to the seller releasing the product for delivery to refinery for a new, final assay.
Payment is made to the Seller via SWIFT MT 103 within five (5) banking days of
issuance of the Refinery Final Assay Report.

8.1) Payment within 72 hours (for domestic sales) after receiving (for FOB)
8.1.2) Refinery Final Assay Report
8.1.3) AIR WAYBILL
8.2) Payment within 5 banking days (for international sales) after receiving

8.2.1) Transfer of ownership

8.2.2) Refinery Final Assay Report in XXXX
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9) Delivery: CIF Gold refinery plants in [XXXXXXX]

10) Documents The Seller shall authenticate, declares, legalize, register, transfer of ownership,
provide and guarantee documents from government sectors and seller’s
responsibility of each tranche/lift shall be accompanied by the following;
• Certificate of Assay Report
• Certificate of Ownership
• AIR WAYBILL
• Commercial Invoice
• Tax certificates
• Import-Export license
• Certificate of Origin
• Warehouse receipt and list of product
• Customs Clearance Certificate

BUYER NEEDS SELLER TO WRITE INVOICING AND DELIVERY DETAILS OF THE INVOICE AS:

Buyer chose one of Chamber of Commerce Licenced xxx company which is a necessary to clear the gold
from the xxx Customs on Behalf of xxxxxxxxxxxx.

CONSIGNEE: Company Details should be written on invoice as:

INVOICE TO: xxxxx

DELIVERY TO: xxxxxx

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PROCEDURES:
14. After mutual agreement at TTM (Due to the Covid-19 pandemic, electronic signature is acceptable),
The Buyer and The Seller will sign and seal this Integrated FCO and Sales and Purchase Agreement
(SPA) with their full banking coordinates.
15. Both parties shall then each lodge one original copy of this Integrated FCO and Sales and Purchase
Agreement (SPA) with their respective banks.

16. Within three (3) banking days, Buyer sends a Non-operative Blocked Funds via SWIFT MT799 to
trigger the seller's SWIFT MT600 and the Seller's 2% Performance bond for the Seller to activate the
blocked funds with the Buyer.

17. Once the buyer sends a Non-operative Blocked Funds via SWIFT MT799 to the seller at the face
value of the lift amount, the seller of the precious metal will require the buyer's details for the change of
ownership (title) to conditional status against final payment, the seller's side bank will issue SWIFT
MT600 and 2% of the performance bond to activate the blocked funds, followed by a hard copy Proof of
Product (POP) document to be sent via DHL International Shipping to the buyer's bank.

18. The Buyer along with an assayer of your choice will then be invited to the Seller’s security warehouse
for a physical viewing/inspection of the amount of Precious Metal for the first tranche within 3 banking
days.

19. Within 3 banking days of the physical inspection, the Seller will transport the mutually agreed
quantity to the refinery designated by the Buyer at the Seller’s expense (CIF base in XXXXXXX) and
the precious metal refining in the refinery of the Buyer will be at the Buyer’s expense. After refinement
and the Refinery Final Assay Report issued by the Buyer’s refinery, the buyer will settle payment in full
for an equal amount of precious metals within 5 banking days to the Seller. The transfer of the Precious
Metal Holder is made against final payment. Then the title deed of equal amount will be transferred to
the Buyer. Payment will be made by MT103 Cash Transfer without any delay within 5 banking days
after the issuance of the assay report by the xxx accredited refinery).

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 20. This Rule is the main advantage of Seller’s Protection in [Country]. Private Refineries cannot be
used and not allowed to prepare assay report to protect the Sellers Rights and Safety by [Country] Gold
import Rules.

21. In the event that the Seller shall fail to deliver any mutually agreed quantity to the Buyer’s
appointed refinery within 5 days of the expected date, the Buyer shall be entitled to terminate this
Integrated FCO and Sales and Purchase Agreement (SPA) or written notice to the Seller, without
prejudice to its right to claim pursuant to the performance bond.
22. This Integrated FCO and Sales and Purchase Agreement (SPA) will be signed only in Thailand, at
Seller's designated place or electronically.
23. This Integrated FCO and Sales and Purchase Agreement (SPA) is made in English version and
shall be used if any problem arises.

24. Upon signing of this Integrated FCO and Sales and Purchase Agreement (SPA) by both parties,
the Buyer shall issue the Non-operative Blocked Funds via SWIFT MT799 pursuant to Clause 16
above within the validity period of thirty (30) days (Non-negotiable and cannot be extended) and if
unable to perform said issuance, this SPA will expire automatically.

25. This Integrated FCO and Sales and Purchase Agreement (SPA) shall be governed by International
law. Any dispute arising out of this Integrated FCO and Sales and Purchase Agreement (SPA) shall
be settled in Singapore International Arbitration Centre.

26. A Party is not liable for failure to perform its obligation if such failure is as a result of acts of God
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of
foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government
sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or
telephone service. No Party is entitled to terminate this Integrated FCO and Sales and Purchase
Agreement (SPA) under such circumstances.
27. For overseas buyers, Incoterms 2010 shall be applied.
28. APPENDIX LIST
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 A. AUTHORIZED SIGNATORY / BUYER / BUYER’S MANDATE PASSPORT
B. AUTHORIZED SIGNATORY / END SELLER’S PASSPORT
C. BUYER’S COMPANY CERTIFICATE
D. END SELLER’S COMPANY CERTIFICATE
E. END SELLER’S PERFORMANCE BOND GUARANTEE VIA SWIFT MT760 VERBIAGE
F. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA SWIFT MT600

29. Any attempt by Buyers to submit counterfeit SWIFT or counterfeit funds will be prosecuted and
compensation will be payable to the Seller. All SWIFTs must be authenticated and verified by
SWIFT headquarters in Brussels, Belgium.

The Parties hereby agree on this day, by affixing their signatures below they agree to the terms and
conditions to engage in a sales purchase agreement for the Gold AU subject to the Final SPA;

ACCEPTED BY:
End Seller / Representative End Buyer

______________________________ _____________________________

Name:
Passport / XXX On Behalf of the Seller
Name: MXXXXXXXXXXXXXXXXXXXX Name:
Thailand Passport/ID No. :XXXXXXXXXXX Passport No.:

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APPENDIX – E. END SELLER’S PERFORMANCE BOND GUARANTEE VIA SWIFT MT760 VERBIAGE

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 APPENDIX – F. END SELLER’S CONFIRMATION OF PRODUCT VERBIAGE VIA SWIFT MT600

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