DRAFT
AGREEMENT FOR THE PURCHASE AND SALE OF GOLD
For Export Purposes Only
THIS AGREEMENT IS MADE BETWEEN:
SELLER:
XXX.
(Hereinafter referred as the Seller – represented by XXX,, located at XXX
AND
BUYER:
ASTO SOLUTION COMPANY LIMITED ADDRESS XXX
(Hereinafter referred as the Buyer – represented by XXX
WHEREAS: The Seller agrees and warrants, with full corporate and legal responsibility to
sell AU gold in the form of Raw Gold (hereinafter referred as “Raw Gold”).
WHEREAS: The Buyer agrees and warrants with full corporate and legal responsibility to
purchase the Seller’s “Raw Gold” as per terms and conditions of this agreement.
NOW THEREFORE: In consideration of the promises and mutual covenants herein set
forth, both parties agree to the terms and conditions as follows:
SCOPE OF THE CONTRACT
A. The Seller, under full legal authority and responsibility, declares that he has the clear
and qualified right to sell the Raw Gold genuinely mined and beneficiated in the
Republic of Sierra Leone; and processed for local and export purposes, globally
B. The Buyer, under full corporate authority and responsibility declares that he has the
full capacity to purchase the unrefined Gold bar, without prejudice and upon genuine
trade rights, where such purchase will be raised with options of extension monthly.
C. The Contract will be paid for using a Bank Instrument (SBLC -MT 760) raised by the
Buyer, upon submission to the Seller, it will be transmitted to a Financier to provide
the cash liquidity for any statutory or regulatory cash payments, or likewise.
COMMODITY SPECIFICATIONS
1 Commodity: : Aurum (AU) Gold
2 Form: : Raw Gold (Dore Bar)
3 Quality: : 96.7% purity .
4 Quantity: : 2000/500 kilograms trial shipment
5 Payment: : Payment by Bank Instrument (SBLC-MT 760)
6 Price: : US $56,000 per kilogram
7 Origin: : Freetown, Sierra Leone
DELIVERY TERMS
A- First trial shipment: The Seller will deliver 500Kg of Gold from the Originating
Gold Merchant in Sierra Leone to Dubai. UAE . Buyer will pay the cash equivalent of
the trial shipment of the 500kgs consignment; upon confirmation of the quality and
quantity (Second Assay) .
B- Next Shipment , Buyer shall provide in favor of the Beneficiary, an acceptable
Guarantee of Payment naming Seller as the Beneficiary for 2000/500kgs Dore Bar
via an MT 760 SBLC . Seller shall collateralize said MT 760 SBLC with a Financier
to obtain funds with which to make cash payment for all Government taxes and
other Cash Bills associated with the acquisition and successful delivery of the Gold
to its final destination in Japan.
.
C- The Seller shall, upon completion of Second Assay of the Gold Product purchase
and arrange for the delivery of 2000/500kgs of Gold to Dubai UAE from Freetown.
C- Loading Port ( Airport ) : FREETOWN AIRPORT
D- First Destination (Port) : DUBAI PORT (AIRPORT)
E. Second Destination Port: TOKYO. AIRPORT (JAPAN)
E- During Seller’s first shipment, Seller or Seller’s Representative will be physically
present at the Buyer’s Refinery or Preferred Destination; to insure all procedures are
followed, and actual delivery is completed at the Buyer’s Refinery or Preferred
Destination. Buyer will notify the Seller of successful completion of events in written
form, whereas the Seller has the legal right to have his own agent present at the
Buyer’s Refinery or Preferred Destination subject to the Seller having been given
the due notice of the same of said person and said person passport details.
PROCEDURES
A- The Buyer and Seller sign Contract for the delivery of 2000/500kgs of Gold to the
Buyer
B- The Seller shall attach an Company Registration Document, plus an Identification
Document as the authorized signatory to the transaction.
C- . The Buyer shall attach an Company Registration Document, plus an Identification
Document as the authorized signatory to the transaction,
D- Authorized Seller’s Representative shall escort the Raw Gold (Dore Bar) from its
original destination to Buyer’s Preferred Destination or Refinery in Dubai.
E- Seller or Seller’s Representative must be present during weighing, re-smelting and
assaying of the raw gold at Buyer’s designated Dubai Refinery.
F- Both Seller and Buyer shall accept the lower of the Second Assay reports and
analysis documents from the Buyer’s designated Dubai Refinery.
G- Buyer will pay for 2000/500kgs of Gold Dore Bar using a Bank Instrument *SBLC MT
760) which the Seller can monetize through a Financier, to cover all cash payments
and likewise.
H- Seller/ Financier will pay for export duties of 10% government taxes, and delivery
costs to the Buyer’s designated Refinery in Dubai, and charge the costs within the
empirical value of the Gold sold, the sum of which will be paid back to the
Seller/Financier
I- Government doesn’t accept any letter of credit or any bank instruments only cash,
this justifies the use of Financiers accepting Bank Instruments from any Buyer.
J- Seller or Seller’s Representative must accompany the shipment to witness final
Second assay and analyses in Buyer’s designated Dubai Refinery to confirm
payment.
K. Seller/Financier shall on no account utilize the Bank Instrument for any other
transaction except raising of Pre payment cash of not more than 10% of the face
Value of the SBLC, to cater for the prepayments that are due to the Government
agencies and the Originating Gold Merchants in Sierra Leone.
PAYMENT TERMS:
Buyer prepares a Proof of Payment via Bank Instrument (e.g. MT103, MT760) for the full
value of the Gold delivered to Dubai, or arranges a Wire Transfer to the Seller for the full
amount of Gold Dore Bar ; including all charges and bills associated with exportation to the
Dubai refinery.
Upon presentation of the Bank Instrument, SBLC-MT0760) the Seller will introduce a
Financier that will provide cash payments for the Government Taxes and other sundry
charges and bills associated with Documentation and Accreditation which is a policy for all
traders in Gold, and to secure Export Clearance and Certification; without prejudice.
The Financier on behalf of the Seller will act as Sponsor of the transaction upon which the
Bank Instrument unconditional, divisible, transferrable and free of any restrictions. This is
very important for deal closure and evidenced payments for the Seller’s records.
NOTICES
Any and all notices required to be given by one party to other party to this agreement shall
be in writing and by posting the same by certified or recorded post at the address or
addresses as stated herein and copied by facsimile directly to the parties referenced herein.
DOCUMENTS
a- Originals of commercial invoices in favor of Buyer
b- Certificate of Origin
c- Certificate of Ownership
d- Customs Clearance Certificates
e- Export Permit from the National Ministry of Minerals Resources
f- Certificate of Change of Ownership
g. Certificate of First Assay
h Table of Ingredients
I. Mining Rights documents.
CLEAR TITLE
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 /or encumbrances, and Seller states that the Gold are not of terrorist
and / or criminal origin.
WARRANTIES
a- Buyer covers the Import Duties in Country of Import, Japan
b- Seller warrants that the Gold as a commodity can be lifted without restrictions to
anywhere in the world.
c- Seller agrees to accept the Second Assay Report from the Buyer’s Preferred
Destination or Refinery, accepting payment total value of the Gold smelted.
FORCE MAJEURE
The parties hereto shall not be held liable for any failure to perform under the Force Majeure
clause as regulated by International Chamber of Commerce, Paris – France which clauses
are deemed to be incorporated herein.
ETHICS: (NON-CIRCUMVENTION AND NON- DISCLOSURE)
Both Buyer and Seller acknowledge that harm to the other party would be substantial in
case of circumvention or disclosure of confidential information, and therefore Seller and
Buyer agree to abide by the Customary International rules of non-circumvention and non-
disclosure as established by the International Chamber of Commerce for a period of five (5)
years from the date hereof, said non-circumvention with each other’s banks, refiners,
representatives of Buyer dealing with Customs, Brokers or Seller’s mandate. The
understanding and accord of this subparagraph will survive the termination of this
Agreement.
The penalty for circumventing the Seller’s contacts or the Buyer’s contacts either through
the Miner (original supplier, or the Refinery of Buyer, will be in the amount to be determined
by the Arbitration Institution, and the at fault party will have to pay this immediately at the
written request of the party who was violated and the at fault party will have to pay for any
and all attorney’s fee if attorney was involved to settle this matter. The jurisdiction for this is
the laws of the Freetown, Sierra Leone, or the Country of Origin of the Gold.
BINDING AUTHORITY
This agreement is binding upon the parties hereto, their assigns and successors and is
signed with full authority to Act.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by
either Party in connection with this Agreement will only be binding if evidenced in writing
signed by each Party or an authorized representative of each Party.
Assignment
No Party will not voluntarily, or by operation of law, assign or otherwise transfer its
obligations under this Agreement without the prior written consent of the other Party.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be valid
and enforceable with the invalid or unenforceable parts severed from the remainder of this
Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of
this Agreement by the other Party will not be construed as a waiver of any subsequent
breach of the same or other provisions.
TOTAL AGREEMENT
This Agreement supersedes any and all prior agreements and represents the entire
Agreement between the parties. No changes, alternations or substitutions shall be permitted
unless the same shall be notified in writing and signed by both parties.
EXECUTION OF THIS AGREEMENT
The terms of this Agreement shall be confirmed and signed by Buyer and Seller via
facsimile or email. Said executed facsimile or email shall be binding and initiates and
concludes the legal liabilities between Buyer and Seller of this contract. By signing below,
both parties abide by their corporate and legal responsibility, and execute this contract
under full penalty or perjury.
SELLER’S BANK ACCOUNT AND DOMICILIARY DETAILS
Account Name Bank of America
Account Number XXX
Branch Code XXX
Corresponding Bank
Intermediary Bank
SWIFT Code XXX
Routing Number
ABA Code
Sort Code
Total Amount Payable XXX
COPY OF SELLER’S IDENTIFICATION
Insert Seller’s Passport Below.
BUYER’S BANK ACCOUNT AND DOMICILIARY DETAILS
Account Name
Account Number
Branch Code
Corresponding Bank
Intermediary Bank
SWIFT Code
Routing Number
ABA Code
Sort Code
Total Amount Payable
COPY OF BUYER’S IDENTIFICATION
Insert Buyer’s Passport Below.
JURISDICTION
Both Parties to this contract agree that any claim or dispute involving this contract will have
to be settled in the State Court of the Buyers Country of Origin. And the at fault party will
bear all financial burden and responsibility for any and all expenses including attorney fees
if such is required to resolve the claim / dispute.
Dispute Resolution
In the event of a dispute, the parties shall attempt to resolve it amicably by negotiating in
good faith.
If, within ___ calendar days after receipt by a Party of a Dispute Notice, the Parties have not
succeeded in negotiating a resolution of the Agreement Dispute, the Parties agree to submit
the Agreement Dispute at the earliest possible date to mediation conducted in accordance
with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and
to bear equally the costs of the mediation; provided, however, that each Party shall bear its
own costs in connection with such mediation. The parties agree to participate in good faith
in the mediation and negotiations related thereto for a period of thirty (30) days or such
longer period as they may mutually agree following the initial mediation session (the
“Mediation Period”).
ENDORSEMENT
The Buyer and Seller shall each retain one original quadruplicate signed copy of this
agreement. In witness, whereof this contract is made in duplicate on this 3 rd March, 2022
and the duty authorized representatives of the Seller and Buyer having signed on this day.
Both the buyer and the seller retained two signed copies each.
SELLER (XXX ) SIGNED BY BUYER (. ):
Name: Name:
Date: Date:
WITNESSED (XXXXXXXXXXXXXX) FWITNESSED BY BUYER ():
Name: Name:
Date: Date:
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