Western Mining Limited Contract highlighted（对外贸易合同模式）.doc

Seller: Page 1 of 7Buyer 签名s2nd Mireku Street, Building #B18, Dunkwa-On-Offin. Central Region, Ghana.Telephone:Telephone:Telephone: Date: : : 232323 OCTOCTOCT 2018.2018.2018.CONTRACTCONTRACTCONTRACT NUMBER:NUMBER:NUMBER: SELLERSSELLERSSELLERS CODE:CODE:CODE: TRANSACTIONTRANSACTIONTRANSACTION CODE:CODE:CODE: BUYERSBUYERSBUYERS CODE:CODE:CODE: XXXXXXXXXXXXPRIVATE SALE AND PURCHASE AGREEMENT FOR GOLD BARS CIF DELIVERYTHIS AGREEMENT BETWEEN: Western Mining Limited, with headquarters in Dunkwa-On-Offin- Ghana, hereby duly represented by Mr. Kojo Bonsu holder of GHANA Passport No. G0242262.(hereinafter referred as the” Seller“)AND(hereinafter referred as the” Buyer“)WHEREAS: Seller has available for sale gold bars, hereinafter collectively referred to as “gold”.WHEREAS: Buyer wishes to purchase Seller's gold over an agreed upon time period.NOW THEREFORE: The Parties agree to the Terms and Conditions as follows:SCOPE OF THE CONTRACT: a) The Seller, under full authority and responsibility, declares that he has the capability and unrestricted right to sell the gold and guarantees that he is capable to legally export the gold bars. WESTERN MINING LIMITEDGold mining and Mineral prospecting, export of natural resources, import of mining equipment.Seller: Page 2 of 7Buyer 签名b) The Buyer, under full corporate authority and responsibility declares that he and his associates have the full capability to purchase the refined gold and such purchase will be increased with options of annual extensions.COMMODITY SPECIFICATIONS: a)COMMODITY:Aurum Utalium (AU) b)FORM:Gold Bars c)PURITY:96 % d)FINENESS: 23+ carats e)ASSAY:Final assay to be made at and by Buyer's registered Refinery and this value will be accepted by both Buyer and Seller. f)ORIGIN:Ghana. g)PACKING:Export Package Metal BoxesQUANTITY: Seller agrees to sell and deliver to the Buyer under the Terms of this Agreement an initial amount of 200kg and thereafter XXX kg or more will be delivered every month for a period of one (1) year with possible rolls and extensions.PRICE: LBMA X purity less 12% gross 7% net to buyer for the duration of this contract. Referenced funds in this agreement to be wired is in United States Currency (US$).PROCEDURE: Seller has financiers who will pay taxes; export documents of the gold bars and ship the gold bars to the Buyer refinery on CIF. Before Seller financiers pay the export, duties and taxes and ship the gold bars on CIF to the Buyer destination. Buyer will first let his bank issue Non Operative MT 799 blocked fund to seller financier bank and when Seller financier bank confirm the Buyer Non Operative MT 799 blocked fund from Buyers bankSeller Financier Bank will send 2%PB to Buyers Bank and Seller financiers will pay the export taxes and export documentation fee of the gold bars and ship the gold bars to the Buyer refinery on CIF.DELIVERY TERMS:a) The delivery terms for this S.P.A. agreement shall be on C.I.F (by Air-cargo) to the buyer's destination refinery to BUYERS CHOSEN DESTINATION.b) The seller financier will pay all taxes, duties, export documentation etc, in the country of origin, and pays the air freight fee and insurance fee directly to the transport company to transport the Gold to the buyers refinery.c) The Seller Financiers will bear the cost of freight fee and insurance fee of the gold bars and ship the gold bars directly to the Buyer refinery.d) The Seller will notify the Buyer via fax or E-Mail of the date of transport of Seller's gold bars from Seller's departure point (Origin). By return the Buyer will confirm receipt Seller: Page 3 of 7Buyer 签名of Notice, which will include Airway-bill and copy of insurance and export documents, in the same manner.e) Seller will ship direct to the buyer's refinery. Prior to Aircraft Departure from point of origin, Seller will notify Buyer; the airline, flight number, dates of expected departure and arrival time. Buyer, on behalf of Seller, will clear shipment of gold bars through Customs. f) Buyer will be physically present at Customs and at the refinery to insure all procedures have been followed and actual delivery was completed to the refinery. Buyer will notify the Seller's Mandate of successful completion of events in written form.PAYMENT TERMS: Final payment for the gold shall be made by wire transfer to the Seller's designated bank, within 2 business days after the refinery issues the final assay report. PROCEDURE: (In time sequence)First (1st) Step: The Seller will sign this contract and the Buyer shall return it to Seller signed and stamped.Third (2ND ) Step: : The Shipper will ship the gold to the Buyer's selected refinery, and will notify the Buyer regarding the name of the airline, flight number, dates of expected departure and arrival time.Fourth (3RD) Step: The Seller Shipper will process the gold shipment through Customs.Fifth (4TH) Step: Within two (2) working days of receipt of the shipment of the gold, the refinery will fax a copy of the refinerys assay to the Buyer for acceptance and also fax a copy of the assay to the Seller.Sixth (5th) Step: Payment by the Buyer shall be made to the Seller's designated bank within 2 business days after the refinery issues the final assay report. NOTICES: Any and all notices required to be given by one party to the other party to this Agreement shall be in writing and sending the same by certified/recorded post to the address or addresses as stated herein and copied by facsimile or email, directly to the parties referenced herein.COMPANY ADDRESS: Seller: Page 4 of 7Buyer 签名Western Mining Limited 2nd Mireku Street, Building #B18, Dunkwa-On-Offin. Central Region, Ghana.SELLERS BUSINESS BANK INFORMATION:Bank Name: Merchant Bank Limited Address: Achimota Branch Accra - Ghana Account Name: Western Mining Limited Account Number: 000130100016741 Swift Code: MBGHGHACSELLER FINANCIER BANK DETAILS TO RECEIVE THE BLOCKED FUND:BANK NAME: BANK ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: SWIFT CODE: BANK ROUTING Buyer Address 买方名： 买方电话： 买方电子邮箱： 买方公司名： 买方公司地址：DOCUMENTS:Seller: Page 5 of 7Buyer 签名Each shipment and delivery shall be identified with all assigned contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of the gold or when Seller or is agents arrive at the airport of destination:a)Three originals of Commercial Invoices in favor of the Buyer b)Certificate Of Origin c)Certificate Of Ownership d)Government assay report e)Customs Declaration Form(s) (supplied by Buyer, if applicable) f)Declaration that the gold is free and clear and of non-criminal origin, unencumbered and free of any liens, and is transferable and exportable g)Export Permit, Original copy of the Airway bill h)Full set Airway bill, marked “air freight Pre-paid“ i)Flight number and date of arrival j)Gross weight and net weightTITLE OF GOODS: The Title to the gold shall transfer from the Seller to the Buyer immediately upon clearing Customs and will be placed into the account of the Buyer at the refinery with the necessary documents. Provided, however, Buyer will not take legal ownership until the agreed price of the gold is paid as per this contract after final assay from the refinery.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 encumbrances and Seller states that the gold is not of terrorist and/or criminal origin.WARRANTIES: a)The Seller financier shall pay the required duties and export documents in country of export. Seller Financiers pays the freight fee and insurance to The Shipping company to ship the gold bars to the Buyer refinery. b)Seller warrants that the commodity can be shipped to anywhere in the world without restrictions. c)The Seller agrees to accept the final assay report from the Buyer's designated refinery, accepting payment of each shipment after final assay of the gold. d)Additional charges due to the excessive impurity content of the gold will be deducted from the amount payable to the Seller.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.ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE).Seller: Page 6 of 7Buyer 签名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 five (5) 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, 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.BINDING AUTHORITY: This Agreement is binding upon the parties hereto, their assigns and successors and is signed by the parties with full authority to act.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.EXECUTION OF THIS AGREEMENT: The terms of this Agreement shall be Confirmed and signed by the Buyer and the 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 Agreement. By signing below, both parties abide by their corporate and legal responsibility, and execute this Agreement under full penalty of perjury.Signed and sealed, this day 23 Oct 2018, Sellers Signature: COMPANY NAME: WESTERN MINING LIMITEDMR KOJO BONSUPassport Number: G0242262, Country: GhanaSeller: Page 7 of 7Buyer 签名Buyer's Signature:买方签名 公司盖章Passport Number: 护照号码