DOA €500B AQUANTUS GMBH - CHEMIE TECH DMCC
DOA €500B AQUANTUS GMBH - CHEMIE TECH DMCC
DOA €500B AQUANTUS GMBH - CHEMIE TECH DMCC
AQUANTUS GMBH
REPRESENTED BY DR. VOGEL PETER SIEGFRIED
GERMANY
THIS INVESTMENT AGREEMENT AND LETTER OF AUTHORIZATION IS LEGAL BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT
CAREFULLY. BOTH PARTIES HAVE HEREBY AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY THIS INVESTMENT
AGREEMENT & LETTER OF AUTHORIZATION BOTH ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT UNCONDITIONALLY.
TRANSACTION CODE : AQUA-CHEMIE/20230705
AGREEMENT CODE : AQ/GPI/500B/CHE/2023
DATE : Wednesday, July 05, 2023
This Partnership Agreement on investments management of the transfers for edible oil refinery project investments via Swift.com
GPI-Automatic/with UETR Code (hereinafter referred to as the "Agreement"), becomes legally effective as of Friday, September
01, 2023, which is entered into by and between the following Parties:
BY AND BETWEEN:
With full legal and corporate authority to sign this Agreement, hereinafter referred to as the "PARTY A" or the “INVESTOR”
AND
With full legal and corporate authority to sign this Agreement, hereinafter referred to as the "PARTY B" or the “PARTNER“.
PREAMBLE
WHEREAS, the PARTIES shere to are desirous of entering into this Agreement for the purpose of developing investment
projects contemplated herein for the mutual benefit only and not for other purposes what so ever.
WHEREAS, the INVESTOR hereto through its fiduciary bank, where this Agreement will be lodged in and assigned to, confirms
and warrants that he owes respective funds to be transacted under the present Agreement, for making the investments, and said
funds are all good, clean and cleared funds ofn on-criminal origin, without any traces of illegality or unlawfulness whatsoever.
WHEREAS, the Partner has the capacity and will strictly abide by all Banking Laws and Regulations, set through compliance
and due diligence requirements for all International Banking / Business / Commodity transactions worldwide. Party B has the
ability to accept deposits /funds from around the World, and has the ability to accept /conclude International/ Global Business
Transactions through MT103.
WHEREAS, the Party-B is ready and able to follow the regulations of the present Agreement as a joint venture partner of Party-
A for the execution of various infrastructure development projects and Party-B is ready willing and able to receive underlying
CASH TRANSFERS in tranches as mutually agreed, up to total amount of € 500,000,000,000.00 (FIVE-HUNDRED BILLION
Euros), with possible rollovers and extension via SWIFT.COM GPI-AUTOMATIC / WITH UETR CODE from Party-A; these funds
will be invested/disbursed by Party-B as per agreed PAYOUT LIST instructions.
WHEREAS, each Party here to declares that it is legally empowered, fully authorized to execute and accept this agreement, as
well as agrees to be bound by its terms and conditions under the penalty and other consequences.
WHEREAS, the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will upon the
execution of this Agreement complete the transaction contemplated herein, except on circumstances of force majeure and
government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform under the force majeure
provisions of the ICC, Paris.
WHEREAS, both Parties herein agree that each party has the full right to use and choose whatever company more suitable to
carry out this assignment, to successfully complete the present transaction.
THEN, THEREFORE, both Parties decided to enter joint activities, according to the term and conditions agreed and signed as
below presented and stated:
1.1. In accordance with the provisions of this Agreement and general principles and regulations of the management of the
financial resources the Investor instructs, and the Partner undertakes to manage investment plans accepted by parties
and invested by Investor by this Agreement.
1.2. The Investor's financial resources made available to the Partner here in after referred to as the "Investments".
1.3. According to the laws of and for execution of the Law of About the regime of foreign international investing for two
parties, the subject of this Agreement is a joint investment activity of the Partners, which is not connected with creation
of new legal entities, on the following directions: industrial, mining, manufacturing & energy related projects, real estate
development &construction projects, aircraft & airline projects, bank guarantees and medium-term notes and
placements into precious metals.
1.4. High Contracting "Parties", in order to strengthen bilateral friendly international relations intend to cooperate in the
following projects at the expense of own funds and financial opportunities as well as attracting involving partners;
promoting involvement in the real economy, and private regional priority investment projects; promoting a balanced and
sustainable growing system of financial support for projects and programs in priority areas; minimizing investment and
commercial risks involved in the implementation of projects and also can carry out reinvestment in the objects of the
primary investment and other objects of investment and reinvestment.
1.5. Investor makes material investments as reinvestment up to € 500,000,00,0000.00 (FIVE-HUNDRED BILLION Euros),
with possible R&E.
1.6. The Agreement is considered to be completed, only when the funds are correctly credited into Partner‟s designated
bank aocfctoraunnstf, earned remain success fully for at least 1 days (24hrs), which is necessary for effective receipt,
authentication and verification
2. DESCRIPTION OF TRANSACTION
3.1. We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury, confirm that
Investor is ready, willing, and able the investments, and the Partner is ready to receive the investments at the mutually
agreed terms and conditions hereof.
3.2. The Parties can extend spheres of investment activity and if necessary, make Additional agreements.
3.3. Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which are to be formed
by separate protocols, which, after the signing of Parties, are considered as integral part hereof.
4.3.3. Acquires export-import quotas and licenses for export and import of commodities and products.
4.3.4. Provides Party A with all necessary legal, financial and other documents, related to the fulfillment hereof.
4.3.5. Can invest money during validity of this Agreement according to the current legislation.
4.3.6. Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of
expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment of
salaries and other types of rewards, finance all kinds of charges.
4.3.7. Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement.
4.3.8. Attracts investments and financial assets, including credit and loan facilities of residents and not residents
aimed on execution of investment activity.
6.1. Investment in the projects construction of power plants and facilities for their provision.
6.2. Development of several companies to work with, in the field of exports and imports in Western and Eastern Europe and
Asia; consulting services for the support and implementation of credit lines. All the necessary documents on the
distribution of funds, will be an integral part of this Agreement, and will be additions to the granting of this Agreement
7. TRANSACTION PROCEDURES
7.1. The Parties sign and seal this Agreement; Partner confirms.
7.2. Investor orders his bank to remit the first tranche of funds via SWIFT COM GPI MT103 direct cash to the Partners
designated bank coordinates, and provides the Partner with the full transfer.
7.3. SWIFT.COM GPI- GPI-AUTOMATIC/WITH UETR CODE transfer-mandatory using-has nature of semi-automatic
download. Mandatory- Bank Officer login into the SWIFT GPI System and:
1. Input *Transaction ID* (means TRN- filed 20 from MT103) the system will show the funds.
2. After input transaction ID* in SWIFT GPI System it will show the funds. BO of Receiver Bank has to follow instructions
given by the system.
3. After the funds shown, system will ask BO to input receiver bank details and beneficiary details (acctno, etc.), please
inputit. 4. Part-B, will issue payment guarantee PGL endorsed by bank,the receiver‟sbank officer will endorse the
PGL directly to Part-A accounts which is announced by Part-A. 5. Party B will verify, authenticate & confirm the
receipt of the cash funds within ONE banking day and then make the necessary disbursements via SWIFT 103
NORMAL as per PAYOUT LIST instructions or as mutually agreed.
4. The fund is directed into beneficiary account. But sometimes the system requires "Message Input Reference". Please
input that too, to complete it.
7.4. Upon termination of 1 days (24 hrs.) from funds crediting (upon effective receipt, authentication and verification of funds,
Partner makes sequential payments means SWIFT MT103 (MT103) for mutual and separate investment targets,
Contractors & Consultants, on to designated bank accounts, as per Payout List or as separately agreed between the
Parties.
8.1. In connection with present Agreement, the Parties will provide the each other with the information concerning the
designated fiduciary banks originating in writing by each Party and is designated as confidential which the Parties hereby
agree to treat as confidential information. The Parties understand and agree that any confidential information disclosed
pursuant to this Agreement is secret, proprietary and of great value to each Party which value may be impaired if the
secrecy of such information is not maintained.
8.2. The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy of such
confidential information and will hold such information in trust and not to disclose such information, either directly or
indirectly to any person or entity during the term of this Agreement or any time following the expiration or termination
hereof; provided, however, that the Parties may disclose the confidential information to an assistant, agent or employee
who has agreed in writing to keep such information confidential and to whom disclosure is necessary for the providing of
services under this Agreement.
8.3. Separate introductions made through different intermediary chains may result in other transactions between the Parties
will not constitute a breach of confidential information, provided such new chains were not created for purposes of
circumvention of the first introducing chain. Copy and paste signatures are not allowed.
8.4. Agreement which is to transfer and organize the bank shall be transmitted in the form of scanned visa authorized
signature.
8.5. Unauthorized bank communication: Neither Party is allowed to contact the bank of the other Party without the written
authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act of either Party of this
Agreement is considered as a breach of this Agreement and shall cause this Agreement immediate cancellation, and
transaction becomes null and void.
9. CODES OF IDENTIFICATION
The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement and that the
said codes remain unchangeable within this Agreement duration, including all rollovers, extensions and additions.
10. COMMUNICATION
10.1. Communication with banks will be limited to those between the Investors bank and Partners bank and only by
between authorized bank officers/representatives, including principals of the Investor and the Partner, in thecourse of
completion of this transaction. No communication by any other party is permitted without prior written consent of the
named account holders.
10.2. Any notice to be given here under from either Party to the other shall be in writing and shall be delivered by fax to the
telefax number or by e-mail to e-mail address of the respective Party as provided herein. The Parties agree that
acknowledged email or telefax copiesare treated as legally binding original documents. E-mail copies, scanned and
sent on e-mail as photo, of this Agreement and exchange of correspondence duly signed and/orexecuted shall be
deemed to be original and shall be binding and are regarded as original and good for any legal purpose.
10.3. EDT- Electronic Document Transmittal & Counterparts: This Agreement may be executed in multiple copies at
different times and places, each being considered an original and binding. All facsimile /electronic
transmittal/communications, including electronic signature, relating to this Agreement and which are mutually
accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the
transaction. And as applicable, this Agreement shall:
• Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre
for Trade Facilitation and Electronic Business(UN/CEFACT);
• All electronically submitted documents shall be subject to the European Community Directive No.95/46/EEC, as
applicable.
11. VALIDITY:
Once this Agreement is signed by both Parties the transaction shall begin within Three (3) banking days or sooner, excluding
Saturdays and Sunday and any bank holidays.
12.1. The latest edition/signature of this Agreement, executed by each party in originals, represents the full understanding
between the Parties and supersedes all other undertakings, whether verbal or written. All statements and
representations are made without any commission of material fact and with full corporate and legal responsibility
under penalty of perjury.
12.2. The Parties here to accept that should the present Agreement partially or in full be found invalid or unenforceable
pursuant to judicial decree or by virtue of any international regulations related to bank confirmation of EUR validity,
this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this commercial
Agreement.
12.3. Until the physical exchange of original hard copies, the acknowledged fax and /or e-mail copies of this Agreement
shall be deemed original.
12.4. The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee Protection
Agreement.
13. ASSIGNMENT
Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any other company which
assumes the obligations of the assigning party under the terms of the assignment. Formal notice of the assignment shall be
rendered to the other party to this Agreement expressly indicating there on the assignee's full contact particulars.
This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of Liechtenstein,
Switzerland, United Kingdom, United States of America, or any country of the European Union or worldwide, as it applies. And,
said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matter of this
Agreement, which shall remain in full force and effect until completion of the said transaction and it is legally binding upon the
Parties signatories, their heirs, successors and as signs, agents, principals, attorneys and all associated partners involved in this
Agreement/ contract/ transaction.
15. FORCE-MAJEURE
The Partners do hereby accept the international provision of Force Majeure as published by the International Chamber of
Commerce (ICC), Paris, France. All rules of Force Majeure of International Chamber of Commerce (ICC Force Majeure Clause
2003 and ICC Hardship Clause 2003 by ICC, Paris, France, ICC Publication # 650 of 2003) are hereby incorporated in and make
an integral part of this Agreement, whether expressed or not. Particularly:
Should any of the Force Majeure circumstances, including but not limited to natural calamity, fire, government restriction, strikes or
lockouts by workmen, war, military operations of any nature and blockades, as well as any other events or circumstances not
within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing, prevent either Partner from
wholly or partially carrying out their contractual obligations under the present Agreement, so neither Partner shall be held
responsible for delay or breach of the Agreement caused by Force Majeure.
In the event of the circumstances subject to this Article 9 continue for more than Three (3) months, either Partner shall have the
right to refuse to fulfill its contractual obligations under the present Agreement without title to indemnification of any losses it may
here by sustain.
A Partner unable to carry out its obligations according to the Present Agreement shall immediately notify the other Partner of the
commencement and termination of the circumstances preventing the performance of the present Agreement. A certificate issued
by the respective Chamber of Commerce of either Partner's country shall be acceptable proof of existence or duration of such
circumstances caused by Force Majeure. In case the Party which performance of obligations is interfered by circumstances of
force-major, will not inform other Party on approach of such circumstances in 10 day's term, such Party loses the right to refer to
the specified circumstances as Force Majeure.
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the
construction or application there of or any account cost, liability to be made hereunder or as to any act or way relating to this
agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and
replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this
agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in
accordance with the laws of the European Union. In the event that either party shall be required to bring any legal actions against
the other inorder to enforce any of the terms of this agreement the prevailing partyshall been titled to recover reasonably attorney
fees and costs.
FURTHERMORE, THE UNDERSIGNED PARTIES HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY
ANDFRAUD THAT THE INFORMATION PROVIDED HEREIN IS ACCURATE AND TRUE, AND BY AFFIXING SIGNATURES
/INITIALS/ SEALS TO THIS AGREEMENT AT TEST THAT THE RESPECTIVE BANKS ARE FULLY AWAREOF, HAVE
APPROVED, AND ARE READY TO PROCEED WITH THIS TRANSACTION.
Bank accounts for subsequent distribution will be indicated by a separate annex to this Agreement which will form an integral part
to it.
SIGNATURE ENDORSEMENT:
IN WITNESS WHEREOF, the undersigned have read this document and had advise of its legality and after understanding the
content of this agreement written in the English language, by knowledge of the language or by professional translation to the
PARTIES language and legal advice, and initialled all the pages of this agreement. In addition, fully understand and agree that its
execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon
the PARTIES, and their legal heirs, successors, representatives and assignees.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND
CERTIFIED *. PDF FORMAT
THIS CONTRACT THEY ARE BOTH LEGALLY AND LAWFULLY BOUND TO ADHERE TO EACH AND ALL OF THE
AGREED UPON TERMS.
ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES ON Friday, 31 March 2023 FOR AND ON BEHALF
OF:
CONFIDENTIALITY AGREEMENT BY AND BETWEEN: AQUANTUS GMBH represented by DR. VOGEL PETER SIEGFRIED
and CHEMIE TECH DMCC represented by MR. HARRY VOLTAIRE and the following parties involved in this agreement and in
the Irrevocable Master Fee Protection Agreement (“IMFPA”) above.
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are
bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International
Chamber of Commerce.
WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties
hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated
organizations (hereinafter referred to as “Affiliates”).
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable
considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:
B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will
disclose such business sources only to the named parties pursuant to the express written permission of this party who
made available the source, and,
C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities
assure the other that the transaction codes established will not be affected.
D. That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any
contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the
respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the
other party and
E. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other
bodies, the names of which have been provided by one of the
F. Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sale
of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also
undertake not to make use of a third party to circumvent this clause.
G. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall
be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any
and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
H. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of
the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.
I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable
law in All Commonwealth Countries, European Union Countries, USA Courts, or under Swiss Law in Zurich, in the
event of dispute, the arbitration laws of states will apply.
J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement
shall perpetuate for five (5) years from last date of signing.
2. AGREEMENT TO TERMS
A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract.
Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that
they have full and complete authority to execute the document for and in the name of the party for which they have
given their signature.
IN WITNESS WHEREOF THE PARTIES HEREUNDER SET THEIR HANDS ON THIS DAY:
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract.
As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, „„Electronic Signatures in Global & National Commerce Act'' or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may
request hard copy of any document that has been previously transmitted by electronic means provided however, that
any such request shall in no manner delay the parties from performing their respective obligations and duties under
EDT instruments