Gold Dore Bars SPA Cif

SALE AND PURCHASE AGREEMENT DRAFT
Wednesday, Wednesday, October 23, 2024

This Sale and Purchase Agreement (referred hereinafter as “SPA” or “Agreement”) is made
today, the Wednesday, October 23, 2024 between the Seller and the buyer, the details of
whom are provided below.
The details of the seller are provided below:
Company:
Signatory position:
Represented by:
Address:
Nationality:
Passport No/Country:
Commercial License:
Email:
And buyer,
Name:
Company name:
Signatory position:
Address:
Nationality:
Passport No:
Commercial License:
the details of the consignee

Name:
Company name:
Signatory position:
Address:
Nationality:
Passport No:
Commercial License:
PREAMBLE
WHEREAS, the Seller is able to make available Gold Dore Bars for sale in Kampala -
Uganda
on a CIF basis (“Consignment”).
WHEREAS, the Seller wishes to dispose of the same to a willing buyer on terms and
conditions to be agreed between the parties;
WHEREAS, the Seller warrants, with full corporate and legal responsibility that he has the
authority to sell the said Consignment;
WHEREAS, the Buyer wishes to purchase the Consignment subject to the terms and
conditions set out here below;
WHEREAS the Buyer warrants, with full corporate and legal responsibility that he has the
capacity and authority to purchase the said gold consignment; and the Buyer and Seller
(hereinafter jointly referred to as “Parties”) desire to enter into a contract of 500 kilograms.
NOW THEREFORE: The Parties agree as follows:
1. SCOPE AND DURATION OF THE CONTRACT

(a) This SPA relates to (500 KGS to be made available in Dubai on a CIF basis
(“CIF Shipment”).
(b) This agreement is Non-Transferable, Non-Assignable by both/any of the Parties.
2. COMMODITY SPECIFICATIONS
TYPE: Au.
FORM: DORE BARS.
Quantity: 1000 kg
Purity / Karat: 23+ carats, 97%+
ORIGIN: Uganda.
LOCATION: Kampala, Uganda
PRICING: $ 50,000 per kilos Net Price.
3. CIF STRUCTURE OF THE TRANSACTION

(a) The transaction shall be carried out on a CIF basis delivered to the Dubai.
(b) The buyer shall meet all export costs which comprise the government royalties,
documentation and agency fees and logistics costs.
(c) The buyer shall provide full details of nominated refinery or recipient
company/individual in Dubai to the seller’s agent which will constitute consignee
details.
4. PRICE AND PAYMENT

(a) The price per kilogram shall be Fifty thousand (50,000) USD inclusive of all
commissions for agents on sellers’ side, after completion of satisfactory tests and
Final Assay Report (FRA) in Entebbe. The testing of the gold can also be made by
a laboratory who is specialized in precious metal testing services.
(b) Upon obtaining the final assay report, the Seller shall prepare an invoice providing
the total amount payable for the quantity of gold supplied. The invoice shall be
adjusted to reflect final purity.
(c) The payment shall be made within 48 hours following completion of the assay
process at the Buyer’s refinery.
(d) The Buyer shall make all the payment by TT wire transfer upon assay at the
refinery. The account for purposes of the payment to the Seller shall be provided
by the seller.
(e) All funds stated herein shall be in United States Dollars unless otherwise
negotiated.
5. SELLER’S NOMINATED BANK DETAILS
Account Name:
Account Number:
Bank Name:
Bank Address:
Bank Branch:
Swift Code:
Corresponding Bank:
6. SHIPPING DOCUMENTATION
The Seller and the Seller’s appointed shipping company guarantee that the shipment shall
be accompanied by the following documents where applicable:
(a) Certificate of origin
(b) Certificate of assay from government laboratory
(c) Export license
(d) Commercial Invoice
(e) Packing List
(f) Airway Bill
(g) Customs clearance entries
(h) Other company certificates and licenses
7. PROCEDURE AND RESPONSIBILITIES

(a) The seller and buyer review and sign this SPA.
(b) The buyer meets shipping company to discuss the modalities of the shipping
services.
i.) Agree on how the handle the shipping service shall be implemented.
ii.) Reduce the discussions in “i” above into a contract. This shall be printed
and signed by both teams.
(c) The buyer shall make the shipping payment cost. This shall be the total cost of the
value of the consignment to be shipped.
(d) The seller shall prepare export documents. Inclusive of these documents shall be
the airway bill. The preparation of these export documents. A set shall have a total
of 500 kgs to be shipped.
(e) Buyer and seller shall then travel with their consignment to Dubai.
(f) At the airport of Dubai, the consignee shall take over the management of the cargo
until it reaches the nominated refinery of the buyer.
(g) The buyer, seller and consignee shall witness the smelting and assaying
processes at the nominated refinery of the buyer. This shall lead to the release of
the assay report.
(h) Based on the assay report, the buyer and consignee shall prepare the final
payment due to the seller. This payment shall be made to the seller in a period of
48 hours after the release of the assay report.
(i) After the payment has been made, the transaction will be considered to have been
concluded.
(j) If need be, the parties will start organizing a new transaction.
8. TRANSFER OF OWNERSHIP
The Parties hereto clearly recognize that the Seller is the sole and legal owner of the
Consignment until full payment is made by Buyer to Seller. The title to the Consignment
shall pass from the Seller to the Buyer after confirmation that the funds have been
received in favors of the Seller at his designated Bank.
9. NON-CIRCUMVENTION AND NON-DISCLOSURE AS PER I.C.C. RULES:
(a) Buyer and the Seller hereto agree not to circumvent any of the parties involved in
arranging for this transaction in any manner, whether directly, or indirectly, with
reference to this transaction, or the selling and purchasing of the stated
Consignment
(b) The parties agree to keep confidential all information about the parties to this
agreement and about the bank and the transaction.
(c) Seller and Buyer agree to abide by the Customary International Rules established
by the International Chamber of Commerce (Non-Circumvention and Non-
Disclosure) for a period of five (5) years from the date hereof.
10. AGREEMENT DURATION, SCOPE AND VALIDITY

(a) This SPA supersedes any and all prior agreements and represents the entire
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.
(b) This SPA is valid for fourteen working days.
(c) This SPA is binding upon the parties hereto, their representatives, assigns and
successors and is signed by the parties with full authority to act.
11. CONDITIONS AND WARRANTIES
(a) The Seller warrants that the gold is legally acquired and that there was no
infringement whatsoever on international law and any laws and regulations from
the country of origin or any other country that may apply to the history of transfer of
ownership from the outset (mining and production) to the present and through the
moment that ownership of the gold passes to buyer.
(b) Seller confirms and warrants that the Title of the gold to be sold herein will be free
and clear of any and all liens and encumbrances and Seller states that the gold is
not of terrorist and/or criminal origin.
12. FORCE MAJEURE

The parties here to shall not be held liable for any failure to perform under the "Force
Majeure" clause as regulated by the International Chamber of Commerce, New York -
USA or UGANDA which clauses are deemed to be incorporated herein.
13. ARBITRATION AND APPLICABLE LAW.

(a) This Agreement will be governed by and construed under the laws of the ICC.
(b) Any dispute arising out of, or in context of 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 rules of conciliation and
arbitration of the International Chamber of Commerce (ICC), Court of Arbitration,
Paris, France, and English shall be the language of the contract and proceedings.
Should either Party not perform exactly within the terms and conditions of this
Agreement, the other Party shall give prompt notice regarding the non -
performance, whereupon the non -performing Party must comply with their
obligations within seven (7) business days, or provide reasonable written
explanation as to the reason(s) for non-performance as well as a specific
timetable for performance.
14. TERMINATION OF AGREEMENT

(a) This Agreement may be terminated at any time at the instance of the Parties
hereto by mutual agreement provided it is evidenced and witnessed in writing and
signed both parties hereto.
(b) This Agreement may be terminated unilaterally by either Party provided that such
Party provides a day’s written notice to the other Party. During the period of the
notice, each Party shall continue to perform its respective obligations under this
Agreement hereto provided that such performance shall be without prejudice to
such other rights or remedies that the innocent Party may be entitled to arising out
of the pre-mature termination.
(c) The termination of this Agreement shall not release any of the parties of
obligations which have already accrued in respect of any acts or omissions prior
to termination.
15. SEVERABILITY
The provisions of this Contract are severable. Should any provisions here in be found to
be invalid or unenforceable by a court of competent jurisdiction the other provisions shall
remain in full force and effect as though the invalid or unenforceable provision were
never a part hereof.
16. EXECUTION OF THIS AGREEMENT

(a) This SPA shall be confirmed and signed by the Buyer, Seller and Consignee. The
signing may take place in physical form or electronically.
(b) This contract shall be executed in duplicate, both of which shall be valid for the
purpose of enforcement thereof.
IN WITNESS hereof the parties have set their hands hereunder on the day and year first
above written.
Seller’s Signature, name and date
Signature:
Name:
Date: Wednesday, October 23, 2024
Buyer’s Signature, name and date
Signature:
Name:
Consignee’s Signature, name and date
Signature:
Name:
SELLER PASSPORT COPY

SELLER LICENSE COPY
BUYER PASSPORT COPY
BUYER LICENSE COPY

Gold Dore Bars SPA Cif

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SALE AND PURCHASE AGREEMENT DRAFT

Wednesday, Wednesday, October 23, 2024

The details of the seller are provided below:

the details of the consignee

1. SCOPE AND DURATION OF THE CONTRACT

(b) This agreement is Non-Transferable, Non-Assignable by both/any of the Parties.

3. CIF STRUCTURE OF THE TRANSACTION

4. PRICE AND PAYMENT

7. PROCEDURE AND RESPONSIBILITIES

10. AGREEMENT DURATION, SCOPE AND VALIDITY

12. FORCE MAJEURE

13. ARBITRATION AND APPLICABLE LAW.

14. TERMINATION OF AGREEMENT

16. EXECUTION OF THIS AGREEMENT

Date: Wednesday, October 23, 2024

Buyer’s Signature, name and date

Consignee’s Signature, name and date

Date: Wednesday, October 23, 2024

SELLER PASSPORT COPY

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