Draft - Spa GOLD XIII
Draft - Spa GOLD XIII
BETWEEN
PT.
…………………………….
(SELLER)
And
…………………………….
(BUYER)
Agreement Code:
This Sales Purchase Agreement, is entered into this , , 2022 by end between the Parties
describe below :
Whereas, The Seller, has legal and beneficial owner of the AU (Aurum Uranium) Metal (the Commodity)
confirm with full legal responsibility and authority. That he/ has / Have the full power, right, authority and
that he/ they is/ are ready, willing and able to sign this agreement, and to sell the said commodity, free and
clear of any liens, mortgages and encumbrances and that the said Commodity has no criminal origin, and
to execute and perform all the seller obligations undertaken in accordance with the term andconditions as
stipulated in this Agreement.
Whereas, the Buyer, on the other hand, confirms with full legal responsibility, that he/ they has/ have the
power, right, authority, ability and is/are ready, willing and able to purchase the said commodity as herein
defined with clean and clear funds of non-criminal origin, free from liens, encumbrances and to execute
and perform all of the Buyer’s obligation undertaken under this agreement, and the signatory for the
Buyer’s bank account in this Agreement.
Now, therefore in consideration of mutual interests and covenants, the parties warrant and represent that
all of the provisions in this agreement comply with the different international conventions and provisions
regarding terror, corruption and narcotics. Both parties hereby confirm with full corporate and legal
responsibility, under penalty of perjury, and unconditionally agree to the following term and conditions
stipulated hereunder:
Commodities : Gold Bars with the Purity of 99.99 % to be melted in refinery to becomes AU Bullion
in 1 (one) Kilograms bar, as the and Product to be Sold.
Contract : 12 months of Umbrella Contract for quantity of Metric Ton per month or more
bigger quantity per month; or totally Metric Ton (Twenty four Metric Tons) per
1 (one) year or 12 months.
Product : Clean, Clear and Non – Criminal Origin, without any toxic contents or residues.
History
Delivery : CIF Any Country Airport or at Buyer’s Designed Location (City,
(country))
Country of : Indonesia
Origin
Discount : Net Discount ..% (Seven Percent) for the Buyer.
2. QUANTITY
Contract in 1(one year) :
Monthly maximum Metric Tons (three metric tons) per month.
3. SPECIAL REQUIREMENT
Seller should arrange smelting process of the Seller’s Dore Bars in Designated Refinery until
completely finished. And cost will be borne by the Seller.
4. ASSAYER
The Parties here to agree that the Assayer Report by the refinery in (country) shall be
final as regardto the weight and purity of the commodity delivered.
This price is considered as CIF (Cost Insurance Freight) City and/or Price of the other
Destination Buyer’s airport.
5.2 Invoice Amount
Final Invoice Amount = Quantity x 2nd Fixed LBMA Index Price x (100.00% - ... %) base on the
above Net Discount 7% (Seven Percent)
6. CLOSING DOCUMENT
At each closing, as a condition of paying in full to the Seller’s Final Invoice, all transacted Commodity
must have a Final Assay Report issued to the Buyer by refinery within 14 – 21 days maximum.
7. DELIVERY
The Seller shall deliver the commodity by G4Si our Equivalent secure transportation to refinery in
Indonesia, The Buyer shall responsible for obtaining the Custom Clearance of the Commodity for G4Si
(country) can deliver to refinery in (country) for assaying.
8.1 Both Parties agreed to bring Seller principle on the specimen to withdraw money together on
Buyer‘s SBLC account as a guarantee payment on Contract basis for 1 (one) year 1 (one) day
validity. This SBLC will issue by the buyer on ……. 2022 in Rolling System for the amount of
equivalent of Kg x 2nd Fix LBMA Index Price for Contract at the day transaction.
8.2 While for 12 (twelve) months contract or 2nd OPERATIVE SBLC FACE VALUE = (2.000 kg x (multify)
by 2nd Fix LBMA Index Price @ date of transaction x (100%- (minus( net Discount 7 (Seven) percent.
8.3 For each delivery to refinery in (country) (Member of LBMA) upon acceptance of
the final assay Report, the seller shall forthwith forward a copy of the final assay Report to the
buyer forinvoice reference.
8.4 A Commercial Invoice calculated based on Clause-5.2 shall be issued by the seller and send to
the buyer as supporting documents to the bank for making Telegraphic Transfer (TT) payment to
the Seller’s designated bank account within 48 (forty eight) banking hours after received all
supporting complete documents.
8.5 After passed 48 (forty eight) banking hours, Buyer does not executer the TT Payment as mention
on Clause 8.4 above, Seller will withdraw the Operative SBLC as a Payment of the commodity
through bank standard procedure mechanism as mentioned on SBLC itself or Seller has an option
by do not proceed the transaction with the buyer and the commodity/Gold Bullion in the Refinery
in (country) (Member of LBMA) will sell to other seller.
8.6 Buyer shall immediately notify the seller through email with the supporting document from
Remitting Bank appointed by the Buyer as proof of payment for each delivery. Once Proof of
payment has been enacted and the Payment/Fund has been received effectively in Seller’s Bank
Account, it’s deemed paid and Transfer of ownership to the buyer should be execute by Seller.
- If seller passed maximum tolerance delivery of the commodity in 45 (forty five) days since
the date of SPA signed
- If buyer passed maximum tolerance 3 (three) banking days of MT 103 TT (Telegraphic Transfer)
payment to Seller since All documents for payment had been received completed by the
buyer.
Bank Name :
Bank Address :
Account No. :
Account Name :
SWIFT Code :
Bank Phone / Faximile:
Bank officer Name :
11.1 Prior to the first delivery, the seller shall provide the following documents for due diligence. In the
event the due diligence is not satisfactory, then this agreement shall become null and void, neither
party shall have any claim against the other party.
11.2 The following documents will send to the Buyer for due diligence are listed below :
a. Proforma Invoice (Format will be advices by the Buyer)
b. Packing List
c. Airway Bill or Courier’s Bill
d. Any other relevant supporting documents (if applicable)
12.5 The Seller get ready the following documents for every delivery (base on contract) of the
commodity and emails the documents to the buyer 2 (two) days before delivery or before G4Si
Transportation Schedule :
a. Airway Bill
b. Packing List
c. Pro Forma Invoice for The delivery
d. Certificate of Ownership
e. Certificate Of Origin
f. Permit Letter Approval for Export
12.6 For Customs Clearance purpose, all the above 6 (six) documents (as mentioned in clause 12.5
point a,b,c,d,e and f) shall address to the name of : REFINARY IN (COUNTRY)
(Member of LBMA).
12.7 Upon Receipt of the above documents, the buyer or the designated refinery shall apply for the
Cargo Clearance permit for G4Si to do the Custom clearance
12.8 The buyer arrange with G4Si to arrange Custom Clearance by using the cargo clearance Permit
provided by refinery and the deliver the commodity to refinery in (COUNTRY)
(Member of LBMA) For assaying.
12.9 The Buyer’s representative shall the physically present at the designated refinery to witness
the delivery and seal/signed the delivery order (DO) for every shipment to acknowledged such
delivery. A copy of the delivery Order will be sent to the seller.
12.10 to witness the shipment and /or the smelting process.
12.11 The Seller issue Invoices based on Final Weight of 99.99% gold purity after refining. Buyer
makes full payment after Final Assayer’s Report in accordance with the contract.
12.12 The above procedure as state on Clause 12.4 to clause 12.11 shall be repeated for contract
volume per month until the end of the whole contract.
13.1 The Seller warrant and represents that up to the date of each and every delivery of the
commodity to City, no additional changes whats over related to the safe keeping of the
Commodity shall be borne by the Buyer until 24 (twenty four) hours Final Assay Report had
been issued by refinery in (country) (Member of LBMA).
13.2 Additional charge for Safe Keeping maximum for 3 (three) calendar days will be applied if Buyer
does not proceed the MT 103 / TT Payment maximum in 24 (twenty hour) banking hours after
the Final Assay report had been issued by refinery in (country)
(Member of LBMA)
13.3 The Seller shall be responsible for any taxes, smelting cost, or charges, involved in the storage,
transportation or transfer fees owed, up to the time when the commodity is delivered to
refinery in (country) (Member of LBMA)
13.4 Buyer shall be responsible to obtain cargo clearance permit and pay Government Taxes (import
taxes if any) duty and including but not limited to Goods and Services Tax (GST) if any.
13.5 The buyer shall responsible for any charges immediately after the commodity has been
delivered to City Airport.
13.6 The seller shall bear the cost of freight and insurance fee of the commodity and ship directly
to the buyer’s designated refinery.
13.7 Seller shall bear the cost of logistics to buyer appointed Refinery, assaying, smelting and refining
of the Commodity.
15. NON-DISCLOSURE
15.1 The parties to this Agreement irrevocable agree that they shall not disclose or otherwise reveal
directly or indirectly to a third party any Confidential Information provided by one party to the
other or otherwise acquired, particularly including but not limited to, contract terms,
product information, prices, fees, financial agreement, schedules and information concerning
the identity of the Seller, procedures, Buyers, lenders, borrowers, brokers, distributors, refiners,
or their representative and specifically individuals names, addressed, principals, or
telex/fax/telephone number, references, product or technology.
15.2 The Seller further agrees that during the term of the agreement or any extensions thereof, he
will not sell any Commodity directly, or through affiliates, to the Buyer’s sources and contacts
without the involvement or the buyer.
17. ARBITRATION
In the event of a disagreement, the parties hereto agree to negotiate and to have a fair dialogue with each
other, always aiming for a prompt resolution in all fairness. If the disagreement continues unresolved for
more than thirty (30) calendar days after its manifestation, than the aggrieved party may seek legal
remedies under arbitration under the laws of Singapore at S.I.A.C (Singapore International Arbitration
Centre) Singapore.
All the parties hereto agree that this Agreement shall be interpreted in the English language under the
laws of Republic of Singapore.
The Buyer and the Seller each to one another that the commodity offered herein for sale and the origin of
the funds used for purchasing the commodity does not contravene any of the following LAWS or that it is
derived from any other illegal or criminal activity listed below:
Both Parties warrant with full legal and corporate responsibility that they agree to sign the Sales and
Purchase Agreement. This is a contractual Agreement, hereinafter to be referred and funds obtain by all
Parties and beneficiaries will be used :
21.1 Each person whose signature is a fixed hereto warrants and represents, under the risk and
penalty of perjury, that
a. To the best of our knowledge, this transaction does not involve any law or regulation of
Indonesia, or to any other country involved in this transaction. Nor does it involve any
violation of international law.
b. To the best of our knowledge, no person with whom he is association of affiliated in any
way with regard to this transaction intends to do anything which would violate any law, or
regulation of Indonesia, or any other country involved in this transaction.
c. To the best of our knowledge, no Specially Designated National, Specially Designated
Narcotics Traffickers, foreign Assets Control is now, or will hereafter (i) be Parties to this
transaction, or (ii) share in any benefits of this transaction.
21.2 This Agreement shall supersede any and all prior understandings between the parties hereto.
21.3 Notice shall be delivered by mail or electronic courier to the addresses hereunder.
21.4 Once signed and deliver either electronically or in hard copy, this Agreement shall become
effective on the date and time of its signature and the last pasty hereto who does so.
21.5 This agreement, together with the Annexes and the Exhibits (if any) hereto, shall be made and
originals execute in the English Language. In the case of any difference in meaning between
the English language original version shall be applicable.
21.6 The article and other headings in this agreement are for convenience only and shall not be
interpreted in any way to limit or change the subject matter on this agreement.
21.7 Grammatical mistakes typing errors, if any, shall not be regarded as contradictions.
IN WITNESESS WHEREOF, the parties have executed in Jakarta and delivered in good faith the Agreement
as set forth hereunder.
On behalf Of SELLER
PT. …………………………………..
Mr........................................
Title : Chief Executive Officer/President Director
Passport No. : ……………………..
Date : , 2022
WHEREAS, the undersigned wish to enter 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
accordance with the International Chamber of Commerce (ICC).
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 refer to as “Affiliates”).
NOW THEREFORE, in consideration of the mutual promises, assertion and covenants herein and other good
and valuable considerations, the receipt of which is acknowledged hereby, the parties hereby agree as
follows :
B. The parties will maintain complete confidentiality regarding each other’s business source 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 parties are desirous of entering into a mutual beneficial agreement and to the best of their
abilities will assure the other that all transaction codes established will not 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 other than business partners related to this
agreement and that they each recognize such contacts as the exclusive property of the respective
parties.
E. Both parties agree that they will not enter into any direct negotiations or transactions with such
contacts revealed by the other party. – date and time stamps will use establish origin and time or
such information could already be in the hands of the other party. For the sake of this agreement,
it does not matter whether information is obtained from a natural or a legal person.
F. In the event of circumvention of this agreement by ether party, directly or in directly, the
circumvented party shall be entitled to the 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.
G. 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 the
allocated as mutually agreed.
H. This Agreement is valid on all transactions 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 the Country under which
jurisdiction the contract is signed, will apply.
I. 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 to this Agreement received by the way of Facsimile, Mail and/or E-mail shall bedeemed
and executable 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 their initials
and signature that they have full and completer authority the executer the document for and on
behalf of the party for which they have given their signature.
Annex F
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 :
A. The parties will not in any manner solicit, nor accept any business in any manner from sources or
their affiliates, which sources were made available through this agreement, without the express
permission of the party who made available the source and,
B. The parties will maintain complete confidentiality regarding each other’s 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 parties are desirous of entering into a mutual beneficial agreement and to the best on their
abilities will assure the other that all 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 other than business partners related to
this agreement and that they each recognize such contacts as the exclusive property of the
respective parties.
E. Both parties agree that they will not enter into any direct negotiations or transactions with such
contacts revealed by the other party – date and time stamps will be used to establish origin and
time of such information as such information could already be in the hands of the other party. For
the sake of this agreement, it does not matter whether information is obtained from a natural or
a legal person.
Agreement Code:
F. 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.
G. All consideration, 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 transaction will be
allocated as mutually agreed.
H. This Agreement is valid on all transactions 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 the Country under which
jurisdiction the contract is signed, will apply.
I. 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. AGREEMEN TO TERMS
A. Signatures to this Agreement received by the way of Facsimile, Mail and/or E-mail shall be
deemed an executable contract. Agreement an forceable 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 forgoing Agreement and by their
initials and a signature that they have full and complete authority to execute the document for
and on behalf of the party for which they have given their signature.
Annex G
BUYER’S COPY PASSPORD
In accordance with Articles Two (2) through Five (5) of the Due Diligence Convention 3n and the Federal
BANKING Commission Circular of December 1998, concerning the prevention of money laundering, the
following information may be supplied to banks and/or other Federal Institutions for purposes of
verification.
Corporate information
Full Name of Company .................................................
Registration Number .................................................
Incorporated in .................................................
Address .................................................
City .................................................
Country .................................................
Personal Information .................................................
First Name .................................................
Last Name .................................................
Gender .................................................
Tittle .................................................
Country of Birth .................................................
Date of Birth .................................................
Country of Citizenship .................................................
Passport number .................................................
Date of Issue .................................................
Date of Expiry .................................................
Country of Issuance .................................................
Issuing Authority .................................................
City .................................................
Country .................................................
Postal Code .................................................
Mobile Phone
Office Phone
Email
Declaration: I hereby swear under penalty of perjury, that the information provided is both
true and accurate. I am the signatory on the aforementioned bank account. All monies
engaged in this transaction are derived from non-criminal origin; and, are good, clean and
cleared. The origins of funds are in compliance with Anti-Money-Laundering Policies as set
forth by the Financial Action task Force (FATF) 6/01.
Corporate information
Full Name of Company
Registration Number
Incorporated in
Address
City
Country
Personal Information
First Name
Last Name
Gender
Tittle
Country of Birth
Date of Birth
Country of Citizenship
Passport Number
Date of Issue
Date of Expiry
Country of Issuance
Issuing Authority
Home Street Address
City
Country
Postal Code
Mobile Phone
Office Phone
Email
Declaration: I hereby swear under penalty of perjury, that the information provided is both
true and accurate. I am the signatory on the aforementioned bank account. All monies
engaged in this transaction are derived from non-criminal origin; and, are good, clean and
cleared. The origins of funds are in compliance with Anti-Money-Laundering Policies as set
forth by the Financial Action task Force (FATF) 6/01.
ANNEX H
SELLER’S COPY PASSPORD
ANNEX I
SBLC DRAFT VERBIAGE FORM
CLAIM MUST BEAR THE CLAUSE “DRAWN UNDER STANDBY LETTER OF CREDIT NO. XXXXXXXXXXXXXX SENT
VIA AUTHENTICATED SWIFT AND MENTION DATE AND INPUT NUMBER OF SWIFT MESSAFE FROM THE
ISSUER ACKNOWLEDDING APPLICANT’S DEFAULT, MULTIPLE DRAWINGS ARE PERMITTED. SO LONG AS THE
TOTAL DRAWING AMOUNT NOT TO EXCEED USD XXXXXXXXXXXXXXX (XXXXXXXXXX MILLION DOLLARS
ONLY)
THIS PAYMENT WILL BE MADE AVAILABLE UPON PRESENTATION AND SURRENDER OF THIS STANDBY
LETTER OF CREDIT AT OUR OFFICE, NOT EARLIER THAN 15 (FIFTEEN) DAYS BEFORE THE MATURITY DATE OF
THIS STANDBY LETTER OF CREDIT.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUACTIONS.
CHARGES, FEES, TAXES, DUTIES OR WITH HOLDINGS OF ANY NATURE, NOW OR HERE IN AFTER IMPOSED,
LEVIED, CLLECTED, WITH HELD OR ASSESSED BY ANY POLITICAL DUB DIVISION OR AUTHORITY THERE OF OR
THERE IN.
THIS TANDBY LETTER OF CREDIT IS FULLY CASH BACKED WITH ASSETS AND FUNDS ON DEPOSIT THAT ARE
GOOD, CLEAN CLEARED OF NON-CRIMINAL ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES, LEGALLY
EARNED BY THE APPLICANT.
PLS FORWARD ALL DOCUMENTS FOR FURTHER PROCESSING BY COURIER SERVICES TO: XXXXX
REGARDS,
XXXXXXXXXXXXXXXXXXXX
SELLER : ................................. BUYER :
MR. …………………………………..
Title : PRESIDENT DIRECTOR MR.
Passport No :………………
Title : PRESIDENT DIRECTOR
REPUBLIC OF INDONESIA
Passport No :
Date : ,2022
Date : ,2022
PROVISIONS OF THIS TRANSACTION, AS APPLICABLE IN THIS AGREEMENT, AND SHALL: 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);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT); AND EDT
DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APLICABLE,
WHERE EITHER PARTY MAY REQUEST A HARD COPY OF ANY ORIGINAL 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.
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