Sale and Purchase Agreement

NUMBER 001_01_2021
Seller’s Code:
Buyer’s:
Date: 24 January 2021
______________________________________________________________________________________________________________________________

This Private Sale and Purchase Contract hereby referred to as “Agreement” is entered into, signed, and executed on this 24th Day of the Month January
of 2021 by and between the following parties:
COMPANY NAME UTI COMPANY LIMITED

REPRESETATIVE

ADDRESS 2344444

TEL NO. +233

TITLE CEO/MANAGER

NATIONALITY GHANA

EMAIL ADDRESS

[Hereinafter referred to as the “SELLER”]

with assistance
Business Consultant Service provided by M
with Cell/WhatsApp and whose corporate mailing address is

AND

Company Name:
Representative:
Company Address:
Website:
Email:
Mobile and WhatsApp:
Company License:

[Hereinafter referred to as the “BUYER”]

SELLER and BUYER hereinafter collectively referred to as the “PARTIES”

WHEREAS, The Seller with full corporate authority and responsibility certifies, represents, warrants, and make an irrevocable firm commitment that
he can fulfill the requirements of this agreement to sell and provide the commodity herein mentioned in a timely manner, under the terms and
conditions specified hereafter.

WHEREAS, The Seller warrants with full responsibility, under penalty of perjury or fraud, that he legally has in his own possession or has the
authority to sell and deliver the commodity specified hereinafter, free from any liens or encumbrances having no criminal or illegal origin.

WHEREAS, The Buyer with full corporate authority and responsibility certifies, represents warrants, and make an irrevocable firm commitment that
they can purchase the commodity herein mentioned in a timely manner, under the terms and conditions specified hereafter.

WHEREAS, The Seller and Buyer, each with full corporate authority, certify, represent, and warrant that each can fulfill the requirements of this
agreement and respectively provide the products and the funds referred to herein, in time and under the terms agreed to hereafter.

WHEREAS, The Seller and the Buyer both agree to finalize and execute this contract under the terms and conditions specified within this Sales and
Purchase Agreement.

NOW THEREFORE;
In consideration of the mutual promises, agreements, terms and conditions of this Sale and Purchase Agreement, assertions, and covenants herein and
other good and valuable considerations, the receipt of which is acknowledged hereby, the parties hereto mutually and voluntarily agree as follows:

1. COMMODITY SPECIFICATIONS

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 Sale and Purchase Agreement
NUMBER 001_01_2021
Seller’s Code:
Buyer’s:
Date: 24 January 2021
______________________________________________________________________________________________________________________________

ÇOMMODITY: Gold
FORM: 1 Kilogram Gold Bars
QUANTITY: Depends
1st TRIAL: 5-10 kg trail
TRANCHES: 5-100 per month for the duration of the contract.
CONTRACT: Contract period months with Rolls and Extensions subject to agreement between Buyer and Seller.
PURITY: (+/-) 90% and above
ORIGIN: West Africa
PRICING: future price. This settlement is made against the total quantity of Pure Gold delivered.
DISCOUNT 1ST
Trial: Gold Price Fixing.
DISCOUNT 2ND
Thereafter: $ LBMA Daily Gold Price Fixing.
PAYMENT: Payment of the final invoice amount to be made in AED/US Dollars (CASH) or by SWIFT bank-to-bank transfer within
6 banking hours of mutual acceptance by Seller and Buyer of final assay report.

2. DELIVERY TERMS

2.1 Seller is solely responsible for all taxes and expenses to ship the gold to (DXB) Dubai International Airport, United Arab Emirates
2.2 Buyer responsible, customs charges, security and all Gold Refinery/Assay costs including Inspection, processing, and assaying through
to final settlement.
2.3 The Seller’s & Buyer’s representative must be present when the goods are opened for inspection in the designated refinery/assayer.

3. PAYMENT TERMS

3.1 Payments to be made in AED/USD by SWIFT MT103 Transfer, as per this SPA contract.
3.2 The Seller has the right to request a 2ndfinal assay from an independent licensed UAE Assayer if for any reason they are not satisfied
with the 1st Assay Report. Both Seller and Buyer need to mutually agree on the final Assay Report.
3.3 Ownership/Title shall pass from the Seller to the Buyer once Seller receives the copy of the SWIFT transfer acknowledgment.

4. DOCUMENTS & HAND CARRY PROCESS

Seller agrees with each Hand Carry shipment to provide Buyer copies of the following export documentation and their Flight Itinerary
Confirmation, UAE entry Visa & Passport, 12-24hrs PRIOR to arrival at DXB Dubai International Airport:

At arrival in Dubai International Airport and Immediately after Passport Control, you come to hand baggage X-ray.

You need to declare (UPFRONT) to the officials at X-ray control, that you are carrying raw gold.

You will be taken to the Customs Area for Precious Metals Inspection.

Customs will ask you for any documentation supporting the Raw Gold what IMPORTANT Docs as follows:

● ORIGINAL Certificate of Origin

● ORIGINAL Custom Declaration Form(s) from port of exit.

● ORIGINAL Commercial Invoice – from Seller made out in favour of as per Sample Draft provided

You will be asked to complete standard Dubai Customs Import Document and upon clearance be given UAE BILL OF ENTRY (BOE)
for the Gold carried, Buyer will need to RECEIVE copy of BOE on arrival and PRIOR to final arrangements being established with
Refinery/Assayer.

5. PROCEDURES

5.1 Seller initials, signs/stamps the Sales and Purchase Agreement and returns to Buyer for Buyer to
initial, sign, stamp and return to Seller a completed copy in PDF format.
- Both parties exchange any required KYC & PP etc.
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 Sale and Purchase Agreement
NUMBER 001_01_2021
Seller’s Code:
Buyer’s:
Date: 24 January 2021
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5.2 Within 6 banking days Seller will arrange via their designated Hand COURIER to deliver 500Kg to
(DXB) Dubai International Airport for onward delivery to Buyer for their designated
Assayer or Refinery for same day Process & Assay.
5.3 Seller will provide Buyer, Courier’s flight arrival itinerary and contact Telephone.
– Buyer will exchange UAE Buy-side contact details (subject to arrival time & schedules)
- Buyer will meet Seller/Courier for a safe exit process and settlement, the same or next day
depending on arrival timing.
5.4 Upon satisfactory conclusion of 1st trial tranche the Seller will arrange for further shipments of
Gold will be subject to terms and conditions of this SPA.
5.5 Seller's Representative must be in attendance in the refinery/assayer to receive the gold.
5.6 The final invoice to be computed showing total quantity, purity, and value for gold delivered
. and assayed in accordance with LBMA pricing mechanism.
5.7 The final settlement invoice to be signed by both Buyer and Seller's representative.
5.8 Based on the final Invoice, payment to be made by CASH or SWIFT MT103 to Seller's bank Acct 5.9 Change of
ownership to the buyer to be made against payment and MT 103 Copy given the seller
or his representative.

6. NOTICES

Any and all notices required to be given by one party to the other party to this Sales and Purchase Agreement shall be in writing and copied by
facsimile or email, directly to the parties referenced herein.

7. BANK CO-ORDINATES

SELLER’S BANK DETAILS FOR SETTLEMENT:

Bank Name:
Bank Address:
Country:
SWIFT Code:
Account Name:
Account Number:
IBAN Number:
Transaction Ref:

BUYER’S BANK DETAILS FOR SETTLEMENT:

Bank Name: COMMERCIAL BANK OF DUBAI
Bank Address: MOZANA BUILDING, AL QUASAIS 1, DUBAI
Country: UNITED ARAB EMIRATES
Branch Code / BIC: CBDUAEAD
Account Name: MOHAMMED RASHID AHMED
Account Number: 1002567210
Transaction Ref:

Buyer & Seller reserve the right to change settlement bank details.

8. APPLICABLE LAW AND JURISDICTION

Any action or legal proceeding related to this Agreement shall be adjudicated under the laws and venue of the ICC. Should either party not
perform exactly within the Terms and Conditions of this Agreement, the other party shall give notice regarding the non-performance,

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 Sale and Purchase Agreement
NUMBER 001_01_2021
Seller’s Code:
Buyer’s:
Date: 24 January 2021
______________________________________________________________________________________________________________________________
whereupon the non-performing party must comply with their obligations within seven (7) Days or this Agreement shall be cancelled without
further notice. This Agreement shall be governed under the interpretation of the INTERNATIONAL CHAMBER OF COMMERCE (ICC).

Any disputes arising out of, or in context with 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 Rule of Conciliation and Arbitration of the International Chamber
of Commerce Court of Arbitration, and the English language shall be the language of the Contract and Proceedings. Jurisdiction and venue of
arbitration shall be in DUBAI under the Laws of the United Arab Emirates.

9. JOINT DECLARATION

The SELLER and BUYER each declare unto one another that the AU Commodity offered herein for sale, and the origin of the funds used for
purchasing the AU Commodity, do NOT contravene: The Drug Trafficking Offenses Act 1986, The Criminal Act 1988, the Prevention of
Terrorism (Temporary Provisions) Act 1989, The Criminal Justice (International Co-operation) Act 1990, The Criminal Justice Act 1993, and
the Money Laundering Regulations 1993, or any other illegal or criminal activity. And accordingly, each party to this agreement indemnifies
each other against any such allegations which or may not be made in the future.

10. FACSIMILE COPIES AND COMMUNICATIONS

This Agreement shall be accepted to be legal and binding by both parties if executed and sent by fax and/or email direct to the parties
concerned at the numbers contained within this Agreement.
A properly executed facsimile and/or electronic communication of this Document shall be the equivalent of an original signed Document and
shall be legally binding and enforceable under International Law.

11 FORCE MAJEURE

The parties hereto shall not be held liable for any failure to perform under the "Force Majeure" Clause as regulated by the International
Chamber of Commerce, Paris – France, which Clauses are deemed to be incorporated herein.

12. SEVERABILITY CLAUSE

If any Provision or Provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction,
the validity, legality, and enforceability of the remaining Provisions shall not in any way be affected or impaired thereby.

13. NON-CIRCUMVENTION AND NON-DISCLOSURE

Both Buyer and Seller acknowledge that the harm to the other party would be substantial and therefore the 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 in
Paris, France for a period of three (3) years from the date hereof. Said Non-Circumvention and Non-Disclosure shall include, but not be limited
to communicating with each other’s Banks, Refiners, and Representatives of Buyer dealing with Customs, Brokers or Seller's Mandate. The
understanding and accord of this sub-paragraph shall survive the termination of this Agreement.

14. TOTAL AGREEMENT

This Agreement 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.

15. SIGNATORIES

Each of the parties hereto confirms, with full legal responsibility, that each has full legal and lawful authority to execute this Contract and
therefore all terms and conditions shall be fully binding. The parties have entered into this Contract in good faith and each shall use its best
efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein. A facsimile/email of this Agreement shall be deemed
legally binding as being fully executed in accordance with the parties herein and to include their heirs, executives, administrators, and
assignees.

16. TERM OF AGREEMENT

This Agreement shall terminate either at the option of the buyer by notice to the seller or automatically in the event of non-delivery to buyer
designated refinery/assayer on delivery date agreed upon between the parties. The Parties may agree to extend this agreement in writing by
attaching a separate addendum.

17. EXECUTION OF THIS AGREEMENT

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 Sale and Purchase Agreement
NUMBER 001_01_2021
Seller’s Code:
Buyer’s:
Date: 24 January 2021
______________________________________________________________________________________________________________________________
The Terms of this Agreement shall be confirmed and signed by the Buyer and the Seller via facsimile or e-mail. Said executed facsimile or
email shall be binding and initiates and concludes the legal liabilities between Buyer and Seller of this Contract.

Both Buyer and Seller have read and approved all terms of this Contract.

SIGNATURE PAGE BELOW

BY SIGNING BELOW, all parties abide by their corporate and legal responsibilities to this Agreement.

Seller: Buyer:

Name of Authorize Signatory: Name of Authorized Signatory:

Passport №:
Passport Nº:
Date:
Date:

Signed and sealed: Signed and sealed:

…………………………………. Buyer’s authorized

…………………………………… signatory
Seller’s authorized signatory

Company Seal
Company Seal

NOTE:
1. ALL EXPORT GOLD DOCUMENTS WILL BE IN THE NAME AS STATED BELOW:

2. COMMERCIAL INVOICE AND AIRWAY BILLS SHOULD BE ADDRESSED TO:

Gulf gold refinery

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