01/10/2016
DEXFE MINE EXPORT TANZANIA LTD
PLOT 23 MBEZI BEACH, P.O.BOX 60318 DAR ES SALAAM
PHONE: +255713483808, +255653990990, +221782858406 [email protected]
Corporate Name
Registration No
Address
Telephone No
E-Mail Address
Represented By
Title
Passport No
(Hereinafter referred to as the “BUYER”)
AND
Corporate Name DEXFE MINE EXPORT LTD
Registration No 96504
Address Dar es Salaam, Tanzania
Telephone No +255713483808, +255653990990,+221782858406
E-mail Address [email protected]
Represented by
Title
Passport No AB
(Hereinafter referred to as the “SELLER”)
BE IT HEREBY WITNESSED THAT
WHEREAS, the SELLER wishes to sell Gold Material (AurumUtalium, Au. metal) under a contractual Agreement with the BUYER; and
AND WHEREAS, the BUYER has agreed to purchase Gold Material (AurumUtalium, Au. metal) from the SELLER upon the terms and conditions set forth herein, and
NOW, THEREFORE, the Parties hereto for and in consideration of the mutual covenants and agreements herein contained mutually covenant and agree as follows:
NON-CIRUMVENTION & NON-DISCLOSURE WORKING AGREEMENT
The “BUYER” and “SELLER” and Mandated Representatives of the BUYERand SELLER recognise that the damage of disclosure of any name or anything else owned by the other Party would cause considerable damage for the ownership Party.
The “BUYER” and the “SELLER” and Mandated Representatives of the BUYERand SELLER therefore agree to abide by the customary international regulations of non-disclosure and non-circumvention, as are regulated by the International Chamber of Commerce in Paris, France, the clauses and terms whereof are considered to be fully incorporated in this agreement.
This agreement of constraint will be operative for a period of Five (5) Years from the date of signature of this document.
This agreement of non-circumvention and non-disclosure includes: Employees, Banks, Representatives, Sales Brokers, Refineries, Agents and any other person who becomes aware of the sensitive ownership information of one of the Parties.
Failure to abide by these provisions or a possible circumvention by the “BUYER” or the “SELLER” will result in a penalty equal to Ten Times (10x) the sum derived from 1 (One) entire year of activity.
CONTRACTUAL RELATIONSHIP
This contract, once signed, is binding on the Parties themselves, their creditors and successors in title and it is signed by representatives with full authority to act.
Any change to this contract will be then confirmed by separate written letters sent by certified Electronic Mail, Fax and/or DHL post, but will only become operative once agreed to and signed off by and on behalf of both Parties.
1. CONTRACTING AUTHORITY
1.1 Legally appointed officers of the BUYER, shall be the Contracting Authority for the BUYER and shall be responsible for the administration and management of this Contract. The BUYER may delegate or re-assign this authority under this Agreement and may act through any of the BUYER’s duly appointed representative or representatives.
1.2 An authorized representative of the SELLER, shall be the Contracting Authority for the SELLER and shall be authorized to act on behalf of the SELLER with respect to amendments to, or changes in, any of the terms of this Agreement as well as with respect to any other documents hereunder. The SELLER may delegate his authority under this Agreement and may act through his duly appointed representative or representatives.
1.3 No delegation of authority and authorization of a representative by the Contracting Authority of BUYER or the Contracting Authority of the SELLER shall be effective unless the authorization and delegation is in writing, specifying the nature and extent of authorization given and the names of the representatives, and is duly executed and delivered to the SELLER or BUYER, as the case may be.
1.4 No authorized representative of the Contracting Authority of BUYER or of the Contracting Authority of the SELLER shall have the right to delegate his authority.
2. SUBJECT MATTER
2.1 The SELLER will as a Trial Shipment have 250 kg of the Gold bars, buyer shall incur export cost and this cost shall be deducted from the final payment, but seller will give gold collateral to the buyer equivalent to the amount paid by buyer as export charges.
2.2 After the Trial Shipment has been successfully completed, the SELLER will deliver monthly agreedamounts of gold bars for a period of not less than 12 (Twelve) months with full options of Roll & Extension for the duration of this Sales Purchase Agreement.
2.3 The Material delivered by the SELLER is to be smelted, assayed, and cast into bars by the BUYER’s designated refinery. BUYER shall ensure that the Work is carried out diligently with efficient and effective supervision and inspection. BUYER further agrees that the Work will be of the proper quality and workmanship and in full conformity with the requirements of this Agreement and global markets.
2.4 Failing delivery of the Material in accordance with the terms of this Agreement, BUYER may cancel this Agreement with liability the SELLER. It is understood that Material received by the Refinery after the deadline specified will be credited to an allocated pool account and held pending the receipt of instructions from the SELLER. Any storage fees associated for holding the Material at the Refinery shall be charged to the SELLER.
2.5 Upon signature of this SPA Agreement, the SELLER shall ensure to provide the BUYER with the following documents:
(a) Company information: registration document / license
(c) Proof of ownership: Certificate of Ownership
(d) SELLER’s Permit(s)
(e) SELLER’s designated representative / signatory: Passport or National ID Card.
2.6 Upon signature of this SPA Agreement and receiving the SELLERs documents as detailed above the BUYER shall provide the SELLER with copies of the following documents:
(a) Company Certificate of Incorporation.
(b) BUYERs designated representative / Signatory: passport Copy.
2.7 TheSELLER shall ensure 48hrs PRIOR to shipping that copies of following EXPORT documents are forwarded to BUYER, the Material is properly identified with the transaction code herein and that the following documents will be forwarded with the shipment:
(a) All documents mentioned above in Clause 3.3.1 (a) to (d) inclusively;
(b) Four copies of commercial invoice to the Consignee/BUYER as per Sample provided;
(c) Assay report / Safe Keeping Certificate;
(d) Certificate of Insurance;
(e) Export declaration;
(f) Certificate of Origin. Issued after customs duties and taxes are paid;
(g) Packing list with box numbers, fineness, and weights;
(h) SELLER intake submission package (Free ofCriminal Origin Disclosure and Free ofTerrorist Act Disclosure);
(i) Receipt of paid customs duties and taxes.
Any other document required for the export of the product and its import in Dubai.
(NB. :Penality suited for lack of documents)
2.8 Commodity Specifications:
• Commodity: Aurum Utalium, Au Metal Gold
• Form: Dore Bars
• Size:1-5 kg
• Purity: 98%
• Quantity:
o 250 kg as a 1st Trial shipment;.
• Price: USD 27000
• Origin: Tanzania
• Delivery: ToBUYER’s designated refinery at BUYER’s cost.
3. PURCHASE PRICE
3.1 Purchase price is fixed atUSD 27000, per kilogram.�
3.2 The product is sold C.I.F. refinery designated by the BUYER.
3.4 �The BUYER through the SELLER will arrange and pay for all the necessary government taxes to legally ship the Gold to Buyer’s destination. In particular, the SELLER will pay, as collateral, the quantity of gold necessary to pay those taxes. That quantity of Gold will be smelted in the designated local BUYER’s refinery, in a Dore bar form, and the payment will be made by cash or via MT 103 to the SELLER’s appointed bank after the final assay report from the BUYER’s refinery. �
PROCEDURES:
1. Two Copies of duly completed SPA Agreements are signed by the Parties.
2. The SELLERthen sendsthe Gold to the BUYER’s designated refineryin the agreed quantities.
3. The Gold will be consigned to the said refinery or to a suitable uplift point jointly agreed between SELLER and BUYER.
4. Payment of the Gold is made to the SELLER within a maximum of 72 (Seventytwo) hours of receiving the refinery’s final assay report.
5. The Gold remains the property of the SELLER at all times until payment is made in full by the BUYER.
6. Each next tranche shall be delivered after and upon good and satisfactory delivery of the previous tranche to the BUYER and upon satisfactory payment settlement to the SELLER.
7. In the refinery, the Gold will be presented on the account as the Gold of the BUYER.
8. The title of property of the Bars of unrefined Gold is transferred from the “SELLER” to the “BUYER” directly after the total payment has been made by the “BUYER” in the manner and amount previously described.
4. BANKING DETAILS
4.1 SELLER’S BANK (TO BE PROVIDED LATER)
Bank Name
Address
Credit To
Account Number :
Swift Code
Bank Officer
Telephone
Bank
Correspondent
Bank’s Name
Address
For Credit To
Account Number
Swift Code
4.2 BUYER’S BANK
Bank Name
Address
Credit To
Account Number :
Swift Code
Bank Officer
Telephone
Bank
Correspondent
Bank’s Name
Address
For Credit To
Account Number
Swift Code
5. AUTHORITY AND OWNERSHIP
5.1 The SELLER hereby represents that he is the rightful owner of the Material and has the right to sell and transfer the Material to the BUYER free and clear of any liens, charges or encumbrances. It is a condition of this Agreement that the SELLER will forward to the Contracting Authorities for the BUYER, satisfactory documents evidencing ownership of the Material.
5.2 The SELLER agrees to indemnify, defend and hold harmless both BUYER and their directors, officers, employees, agents and assigns, from and against any and all claims arising from or related to the ownership of the Material.
5.3 The SELLER represents that he has full authority and capacity to enter into this Agreement.
5.4 This Agreement and all information related to this Agreement and the related Work are confidential and will be treated by both Parties on a strictly confidential basis subject to applicable laws.
6. TERMINATION
6.1 This agreement bond will be operational for a period of five (5) years from the date of this document. Renewal is automatic except that a letter will be sent via DHL 180 days prior to its maturity.
6.2 Upon the termination of this Agreement pursuant to this Section, BUYER and SELLER shall provide the SELLER and BUYER with a statement of account in accordance with this Agreement for the Work done up to the date of termination
7. FORCE MAJEURE
7.1 Notwithstanding anything contained herein, should there be any cause of any kind whatsoever beyond its control, including but not limited to strikes, lockouts, policies or restrictions of government, fires, floods, and weather conditions, which causes, prevents or hinders the SELLER from delivering or the Refinery from receiving, sampling, recasting and purchasing the Material, the Party affected may suspend the Agreement during the continuance thereof, by notifying the other.
7.2 Notice of suspension whether given by the SELLER or BUYER shall not entitle the SELLER or BUYER to suspend deliveries or payments except to the extent that such interference affects such deliveries or payments
8. RIGHT TO REFUSE SHIPMENT
8.1 The SELLER hereby certifies that any and all Material sent to the Refinery shall be free of hazardous substances including but not limited to beryllium, cadmium, mercury, polychlorinated biphenyls and radioactive material. Should the SELLER know or suspect that the Material may contain a hazardous substance; the SELLER undertakes to notify the Refinery in advance of the shipment. It is understood that the Refinery may sample and test the Material for the presence of hazardous substances prior to processing.
8.2 It is understood that the Refinery shall have the right to reject Material which, in the Refinery's opinion does not conform to the description or is, or becomes, unsuitable or undesirable for handling, sampling and smelting whether for metallurgical, environmental or other reasons. Prior to rejecting the Material, the Refinery has undertaken to discuss with BUYER the best way to resolve the situation.
8.3 Material which does not conform to the requirements or is rejected by the Refinery shall be returned to the SELLER. The SELLER shall provide BUYER with written instructions detailing the SELLER's arrangements for return of the Material. Pending receipt of such instructions, it is understood that the Refinery may take action, as it considers appropriate for handling the Material. Any damages suffered by BUYER as a result thereof shall be for the SELLER's account.
8.4 Any and all damages suffered by the Refinery and the BUYER as a result of the processing of Material containing hazardous substances shall be to the account of the SELLER.
9. JOINT DECLARATION
The “SELLER” and the “BUYER” today testify to each other that the bars of unrefined gold bar offered for sale in this document and the origin of the funds used to purchase them do not contravene the following international provisions:
A. The Drug Trafficking Act of 1986;
B. The Criminal Act of 1988;
C. The Prevention of Terrorism (Temporary Provisions) Act of 1989;
D. The Criminal Justice (International Cooperation) Act of 1990;
E. The Criminal Justice Act of 1993;
F. The Trade Secret Act of 1979;
G. Economic Espionage Act of 1993 (18 U.S.C. 1839-3);
H. The Anti-Terrorism Act and the Patriot Act I and II (2003 and latest revision);
I. The Syrian Accountability and Lebanese Sovereignty Restoration Act of 2003.
The “SELLER” confirms and guarantees that he is in possession of the rights of sale of the Bars and/or Nuggets of unrefined gold and that the Bars of unrefined Gold sold in this document are free of any constraints, forfeits and/or mortgages.
The “SELLER” states that the Bars of Gold and Nuggets are not of terrorist or criminal origin.
The “BUYER” confirms and guarantees that payment will be made within the time limits agreed in this contract, and that the money used for payment has not been subject to fraudulent or illegal acts.
10. MISCELLANEOUS
10.1 Jurisdiction of Law: The interpretation of this Agreement and resolution of any disputes arising under this Agreement shall be in accordance with the laws of the United Kingdom.
10.2 Arbitration:The Parties agree to make every effort for solving possible disputes arising from the ex*****on and implementation of this contract in an amicable manner. Any controversy or claim arising out of this Agreement which is not settled between the Parties themselves, shall be settled by arbitration under the rules of the International Court of Arbitration, from the International Secretariat of the International Chamber of Commerce (ICC) in Paris- France, which rules and regulations for such arbitration shall be binding for all undersigned Parties and their associates, affiliated, employees, agents holders, principals, heirs, successors, assigns and other third Parties. The language of arbitration shall be English.
10.3 Effective date of contract:The effective date of this Agreement is the date of signing as entered on the first page hereof, for the duration of this Agreement.
10.4 Prior negotiations superseded:This Agreement, together with the schedules or annexes referred to in the Agreement, shall be deemed to constitute the entire Agreement between the Parties hereto with respect to the subject matter hereof, and shall supersede all previous negotiations and documents in relation thereto. No amendment shall be valid unless it is in writing and signed by the duly authorized Contracting Authorities.
10.5 Representations:The SELLER represents that it has not given, offered, received or solicited anything of value to influence the actions of any official or employee of BUYER.
11. FINAL CLAUSES
11.1 This contract substitutes all previous agreements and represents the entire agreement between the Parties. No modifications, variations or substitutions are allowed unless they have been notified in writing and signed by both Parties.
11.2 The terms of this agreement are confirmed and undersigned by the “BUYER” and the “SELLER” and the Mandated Representatives of the BUYER and the SELLER.
11.3 With the signatures below, both Parties abide by their social and legal responsibilities, and sign this contract under full penalty of perjury.
11.4 The “Parties” undertake not to pass the text of this agreement, or any part of it, to any person other than the official bodies responsible, not to make any statements or release any information about its existence without the previous precise explicit written agreement of the other “Party”. This Contract constitutes the entire agreement between the “Parties” on the subject of what is contained in this Contract. No modification, alteration or addition to it will be effective unless it is in writing and signed by both the “Parties”. The approval or consent of one “Party” to make changes, variations and additions must also be communicated in writing.
11.5 The “Parties” confirm that they have read this Contract and accept what they have read, and declare that they have fully understood the terms and conditions contained in this document. In signing they recognise its validity and accept its terms unconditionally, and they confirm with their signature that they have full and complete authority to act in the name and on behalf of the “Party” for which they have signed, confirming that they have been duly designated by their respective “Parties”.
11.6 This agreement has been written in three copies, all of which are original. All the copies will be signed by authorised persons on behalf of the Parties. The signatures will be written in blue ink.
IN WITNESS WHEREOF, duly authorized Officers on behalf of the BUYER and the SELLER have executed this Agreement as per the date on the outset/top of the first page this Agreement.
List of Attachments:
• Registration Documents
• Copies of passports
IN WITNESS WHEREOF: The terms of this Agreement shall be Confirmed and signed by the BUYER and the SELLER or by their duly authorized agents. By their signatures below, both Parties abide by their corporate and legal responsibility, and execute this contract under full penalty of perjury.
SIGNATURES AND SEALS:
SELLER BUYER
Company: DEXFE MINE EXPORT LTD
Company:
Address: DAR ES SALAAM Address:
Country: TANZANIA Country:
Tel: +255713483808, +255653990990,+221782858406 Tel:
Fax: Fax:
Email: [email protected] Email:
Authorized SignatorySeal & Signature: Authorized SignatorySeal & Signature:
