8/22/2021
FCO-SPA FOR 222 KGS OF GOLD-UGANDA-EAST AFRICA | PARTNERS
PARTNERS FAIRE-TRADE
COOPERATIVES NETWORK FCO-SPA
GOPANIER & PARTNERS FAIR-TRADE CO-OP NETWORK
PRIVATE SALES AND PURCHASE AGREEMENT (SPA)
300 Kgs first delivery and 300 kgs per Months for 365 days Revolving Contract of Alluvial Gold Dore Bars to be
Delivered DAP Buyer’s Designated Airport.
TRANSACTION NO: PARTNERS/AU/1021-8/22
THIS AGREEMENT IS MADE AND ENTERED INTO, THIS DAY OF
September 3, 2021
BY AND BETWEEN
SELLER
COMPANY
REPRESENTED BY
ADDRESS
PASSPORT NO.
TEL
EMAIL
Hereinafter referred to as the “SELLER” called PARTY ONE (1)
AND
BUYER
COMPANY
REPRESENTED BY
ADDRESS
PASSPORT NO.
TEL
EMAIL
Hereinafter referred to as the “BUYER” called PARTY TWO (2)
SELLER and BUYER hereinafter collectively referred to as the “PARTIES”
1. SELLER DECLARATION OF SELLING
WHEREAS, the Seller with full corporate authority and responsibility certifies, represents, warrants and make an
irrevocable firm commitment that he will fulfill the requirements of this agreement and sell and provide the
commodity, herein mentioned, on time and in the manner and under the terms specified and agreed upon by the
signatures hereafter.
Whereas, the Seller warrants with full responsibility, under penalty of perjury or fraud, that he is the owner and is
in 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.
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2. BUYER DECLARATION OF PURCHASING
WHEREAS, the Buyer with full corporate authority and responsibility certifies, represents warrants and make an
irrevocable firm commitment that they will purchase the commodity herein mentioned in a timely manner, under
the terms specified and agreed upon by the signature’s hereafter.
Whereas, the Buyer confirms with full responsibility, under penalty of perjury or fraud, that he is ready, willing and
able to purchase the said commodity.
3. SELLER AND BUYER ASSERTION
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;
And
WHEREAS, The Seller and the Buyer both agree to finalize and execute this SPA under the terms and conditions
hereinafter set forth.
NOW THEREFORE; In consideration of the mutual promises, agreements, terms & conditions of this 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:
4. COMMODITY DESCRIPTION
THE COMMODITY THAT THE SELLER WILL SELL TO THE BUYER IS SPECIFIED AS FOLLOW:
COMMODITY : AU (Gold) in Dore Bars.
Delivery Quantity: First delivery 300 Kgs follow by 400 KG monthly for 365 days revolving.
Origins : East Africa Community.
Form : Dore Gold Bars
Quality : Delivered at 23+ Carats (as per Certificate of Analysis at origin)
Fineness : Delivered at 97% Purity per thousand of the fine Gold or better (as per Certificate of Analysis /
Assay at origin)
Quantity : 300 KGS first shipment followed by 300 KGS per month for 12 Months
Price : $50,000.00 Per KG on quantity delivered $50,000 net buyer
Payment : By SWIFT based upon the final Assay Report via MT-103 Wire Transfer in 24 hrs.
Payment : After final assay via MT103 Swift or TT,
Validity of SBLC : One Year and One day.
Packaging : Accepted Metal box with names and address.
Delivery : By Air, INCOTERM DAP
Designated Airport: BUYER International Airport of choice of buyer
5. PROCEDURE
5.1. The Seller sends the draft SPA Agreement with all references.
5.2. The Buyer and Seller agree on the terms of sale for the contract, the provisions of which correspond to the
terms of delivery.
5.3. The Buyer and the Seller completely fill out the SPA Agreement, sign it and exchange signed copies of the
contract.
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5.4. Buyer pays for 50kg as collateral at Simba refinery in Kampala Uganda after smelting and assay report
After the collateral of the 50KG Seller’s covers the cost of Insurances, Smelting and transportation for the
remaining 178KG of gold to Dubai
5.5. Buyer as Consignee with own Refinery Account shall receive cargo along with Seller and together, they deliver
to Buyer’s nominated refinery and safe keep gold in Buyer’s refinery account on the name of Seller as Seller
pending refining program for smelting.
5.6. Based on the final NET weight of the gold and the final purity of minimum 96% and maximum 97% of the
assay, Seller will present a commercial invoice with below payment listed documents to Buyer’s bank for the
release of payment to bank account of the Sellers, for full value of assayed gold immediately within 2 banking days
without any hesitation AS AGREED via MT103/TT.
TITLE OF GOODS WILL PASS IMMEDIATELY IN THE BUYERS NAME.
ALL cleared document to be handed over to Buyer upon confirmation of receipt remitted.
5.7. Before payment, the refined DORE BAR shall remain in the custody of the Refinery Account on the name of
Seller pending final payment confirmation in the bank account of Seller. Delivery shall be made according to
calendar schedule. The transfer of the ownership of the gold will take place immediately on payment of the money
into the current account of the “Seller”
6. TAXES AND DUTIES: PAYABLE BY SELLER, BEFORE EXPORT OF GOLD.
6.1. SELLER hereby undertakes to pay all taxes and duties imposed by the Country of Origin pertaining to
exportation of Gold Dore Bar after the 50KG collaterals have been paid.
6.2. BUYER hereby undertakes to pay all Insurances, Smelting and Transportation cost
6.2. BUYER shall pay all taxes and duties imposed at the country of discharge pertaining to the
EXPORT/IMPORT of Gold Dore bar, the subject matter of this SPA. Any documents required at the receiving
port are the Buyer’s responsibility.
7. BREACH /ARBITRATION/JURISDICTION:
7.1. Both Parties hereto hereby agree that except for the provisions of the Force Majeure as described, any
breach of any of the provisions of this SPA shall be settled amicably, AS AGREED between both Parties. Failure
to reach an amicable settlement, both Parties hereto hereby agrees to submit to Arbitration under the Laws of
Arbitration of the country of jurisdiction. Both Parties hereto hereby agree to abide by the result of the
Arbitration Process.
7.2. If the dispute is not resolved by Arbitration and necessitate bringing the dispute under the legal process,
the jurisdiction shall be that of ICC Paris Courts of Law.
8. INSURANCE
8.1. Buyer shall bear the expense to procure a policy with a first-class Insurance Institute to cover one
hundred and ten percent (110%) of the goods’ value, from the origin of the Gold to Buyer
designated Country Airport.
8.2. Buyer shall bear the expense to procure a policy with a first-class Insurance Institute to cover one
hundred and ten percent (110%) of the goods’ value; from the Gold arrival at Buyer designated
Country Airport until the effectiveness of the transfer of property from Seller to Buyer.
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8.3. Both Insurance policies shall cover all risks, loss or damages to the said goods, including war,
hijacking, explosion, Robbery, etc.
9. NON-CIRCUMVENTION/NON-DISCLOSURE:
Buyer and Seller respect the confidential nature of this agreement and agree to maintain in the strictest
confidence, the names of the parties whose identities may become known to one another through the tendering
of documents or assembling of banking or government approvals. The parties agree to maintain strict
confidentiality concerning the identities of the parties directly or indirectly involved in this transaction. Buyer and
Seller accept and agree to the provisions of the International Chamber of Commerce for the no circumvention and
non-disclosure with regards to the Buyer and Seller being involved in this contract, additions to, renewals and
third-party assignments with full reciprocations. All data remain the property of the party who has brought the
data to the transaction.
Any of the parties who breach this rule will be liable for any damages and loss of profits resulting from such
breaches, regardless of whether the breach is deliberately or through negligence. The Parties agree that reference
all the clauses contained in the directives n. 614-619-650-664, I.C.C. in Paris that means fully reported and
accepted in this contract.
10. GENERAL PROVISIONS:
10.1. Language: Both Parties hereto hereby agree that English Language, oral or written shall be the language to be
used in any communication pertaining to this transaction.
10.2. Addresses: The addresses provided herein, such as Postal address, Office physical address, fax address,
telephone, telex and email address, provided under this SPA shall be the official addresses of the respective Parties
hereto and shall be used in all forms of communications. Should any of the Parties hereto change their address,
such should be communicated in writing to the other Party.
10.3. Amendments, Changes and Additions: This is the SALES AND PURCHASE AGREEMENT, in its entirety. Any
additional Changes or Amendment to be made under this SPA shall be mutually agreed upon by both Parties
hereto and shall be made in writing and forms part and parcel of the document as ‘ANNEXES’. The Buyer is
responsible for his refinery costs meeting minutes may be attached as agreed.
11. DOCUMENTS
11.1. Seller must provide the following documents to Buyer prior to arrival of goods or when delegates
arrive at the airport of destination. Said documents must be issued in the English Language.
11.2. Commercial Invoice: 2 originals and 2 original copies showing Contract Number, description of Goods,
unit price, total amount, and gross/net weights of the goods.
11.3. Packing List: One (1) original and three (3) copies issued declaring gross and net weight, number of
units.
11.4. Certificate of Origin: one (1) original, and three (3) copies.
11.5. Certificate of Ownership: One (1) original and three (3) copies issued.
11.6. Export Certificate: One (1) original and three (3) copies issued.
11.7. Airway Bill: One (1) original and three (3) copies issued.
11.8. Declaration that the goods is free and clear of encumbrance and of noncriminal origin and source.
11.9. Certificate of Analyses Report issued by Laboratory (country of origin).
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12. PAYMENT AND SECURITY PROCEDURES
The commodity is booked in with the refinery in the name and ownership of “The Seller” under the account of
The Buyer. Final payment is made immediately after the final assay test acceptance.
A copy of the refineries’ final assay report will be provided to the Seller.
13. JOINT DECLARATION:
The Buyer and Seller, each declare unto one another that the gold herein for sale and the origin of the funds
used for purchasing the gold do NOT contravene any of the following LAWS. "The Drug Trafficking Act of
1986"; "The Criminal Act of 1988"; "The Prevention of Terrorism (Temporary Provisions) Act of 1989"; The
Trade Secret Act of 1979 ; The Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized The Serious
Crime Ordinance, the Narcotics Drug Law 1990,"The Criminal Justice (International Co-operation) Act of 1990";
"The Criminal Justice Act of 1993", "U. S. PATRIOT ACT OF 2001"; Economic Espionage Act of 1993 (18 U.S.C.
1839-3); The Terrorism Act 2000; The Proceeds of Crime Act 2002; The Anti-Terrorism Act
and the Patriot Act I and II (2003 and latest revision); The Money Laundering Regulations 2007, 18 USC 1956-
1957, or any other law intended to prevent illegal, criminal, terrorist activity; or any other illegal or criminal
activity. Accordingly, each Party to this Agreement indemnifies each other against any such allegations, which
may or may not be made in the future.
14. BANK COORDINATES
SELLER BANKING COORDINATES Via MT-103 Wire Transfer in 24 hrs.
ACCOUNT NAME
BANK NAME
BANK BRANCH:
ACCOUNT NO #(USD)
BANK ADDRESS
ACCOUNT HOLDER:
ACCOUNT NUMBER
(USD) IBAN PAY BY FEDWIRE:
INTERMEDIARY ACCOUNT :
SWIFT CODE:
BANK TELEPHONE #
NB: Confirmed by: Any of the below banks.
14.1. BUYER BANKING COORDINATES - BUYER’S BANK ACCOUNT FOR BLOCK FUND
BANK NAME:
BANK ADDRESS:
BANK BRANCH:
ACCOUNT HOLDER:
ACCOUNT NUMBER (USD) IBAN:
SWIFT CODE:
BANK PHONE:
E-MAIL:
ACCOUNT CURRENCY
BUYER’S BANK ACCOUNT TO ISSUE THE PAYMENT VIA WIRE TRANSFER (MT-103)
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BANK NAME:
BANK ADDRESS:
BANK BRANCH:
ACCOUNT HOLDER:
ACCOUNT NUMBER (USD) IBAN:
SWIFT CODE:
BANK PHONE:
E-MAIL:
ACCOUNT CURRENCY
15. CONTRACT VALIDITY
Contract is valid for a period of 10 days of trial shipment once payment structure is in place and confirmed.
After successful trial shipment a 12 months period of contract validity enters into force automatically where
Seller and Buyer confirms payment structure.
IN WITNESS WHEREOF, both Parties hereto hereby affix their signatures in the presence of their respective
witnesses on the date and place first above written.
16. ARRIVAL PROTOCOL
Step 1: Buyer notifies refinery of shipment arrival and processes paperwork for transfer to secure carrier.
Buyer clears the consignment and pays all custom duty.
Step 2: Armored, insured carrier transports commodity to refinery.
Step 3: Refinery opens and weighs commodity upon receipt.
Step 4: Quality test is performed to ensure the presence and quality of gold.
Step 5: Commodity is melted, sampled and poured into impure Dore bars and weighed for final
settlement purposes.
Step 6: Buyer signs the acceptance of the assay report.
19 TERM OF AGREEMENT
This Agreement shall terminate either at the option of the Buyer by notice to the Seller or Seller to Buyer or
automatically in the event of non-delivery to Buyer Refinery on delivery date agreed upon between the
parties or Buyer’s failure to confirm payment structure within 2 days. The Parties may agree to extend this
agreement in writing by attaching a separate addendum.
20 EXECUTION OF THIS AGREEMENT
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 e-mail shall be binding and initiates and concludes the legal liabilities between
Buyer and Seller of this Contract.
The Parties hereto agree that they have signed stamped copies of this Contract and exchange the signed copy
by electronic mail. Signed electronic copies by the Parties hereto are considered legally binding and
enforceable.
This Agreement shall be valid and enforceable for the duration(s) of each [underlying] SPA(s), and said SPA
extensions, and rollovers. This agreement is subject only to said jurisdictional law, the terms herein, and ICC
[current] provisions for Force Majeure (FM) which [if said should arise], Payer shall issue official, confirmable
notification of same. FM shall not prevent resumption of payment(s) due, nor past due, and/or, prompt
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resumption of all payments interrupted due to FM, nor any other disruptive event(s); except and until any
applicable underlying SPA (as defined herein) has reach its term (as defined herein), or has been prematurely
terminated with absolutely no recourse and/or continuity, and, via payer’s written official notification to
paymasters certifying confirmable same. Any part of this agreement stricken [by law], shall not affect the
remainder or any subsequent amendment [of same].
BY SIGNING BELOW, with full understanding of the act of fraud, both parties abide by their corporate and legal
responsibilities to this Agreement.# Electronic signature is valid and accepted as hand signature when the
contract is coming directly from the email address of the Signatory OTHER #EDT (Electronic Document
Transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable,
this agreement shall be: -Incorporate U.S. Public Law 106229, ‘‘Electronic Signatures in Global and National
Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to
European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document
that has been previously transmitted by electronic means provided however, that any such request shall in no
manner delay the parties from respecting their obligations and duties under EDT instruments
All parties, Buyer Seller’s financier and Seller have read and approved all terms of this Contract.
BY SIGNING BELOW, all parties abide by their corporate and legal responsibilities to this Agreement.
“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature”
As The SELLER
Company
Tel:
Email:
Authorized Signatory Seal & Signature:
Date: August 22, 2021 Corporate STAMP:
Name: Mr. Godefroy Mackita Passport:
As The BUYER
Company
Tel:
Email:
Authorized Signatory Seal & Signature:
Date: August 22, 2021- Corporate STAMP
Name: Passport:
EDT ( Electronic document transmissions )
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EDT (Electronic document transmissions) shall be deemed valid and in respect of any provisions of this Contract. As applicable,
this agreement shall be:-
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT).
3. EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. Either Party may
request hard copy of any 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.
Private and Confidential - Not for circulation
***END OF SALES AND PURCHASE AGREEMENT***
APPENDIX – DELIVERY SCHEDULE SAMPLE FOR ONE YEAR ONE DAY AFTER THE TRIAL DELIVERY OF 500 KGS
DELIVERY QUANTITY MONTH
Trial 222 Kg
1 250 Kg 1st Month
250 Kg
2 2nd Month
250 Kg
3 3rd Month
250 Kg
4 4th Month
250 Kg
5 5th Month
250 Kg
6 6th Month
250 Kg
7 7th Month
250 Kg
8 8th Month
250 Kg
9 9th Month
250 Kg
10 10thMonth
250 Kg
11 11th Month
250 Kg
12 12th Month
TOTAL QUANTITY 3220 KGS ROLLS & EXT
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SELLER’S MANDATE CIS – KYC & PASSPORT Copy
SELLER’S BANK DETAILS FOR RECEIVING THE FINAL PAYMENT VIA MT103, OR TT ONLY:
BANK NAME:
BANK ADDRESS:
BANK BRANCH:
ACCOUNT HOLDER:
ACCOUNT NUMBER (USD) IBAN:
SWIFT CODE:
BANK PHONE:
E-MAIL:
SELLER’S PARTNER & MANDATE PASSPORT COPY
Buyer’s Company Reg. & CIS
COMPANY NAME
ADDRESS
COUNTRY
OFFICER/REPRESENTED BY
DESIGNATION/TITLE
PASSPORT NO/ NATIONALITY
ISSUE DATE
EXPIRATION DATE
BUYER REPRESENTATIVE/S
CEL NO.
E-MAIL / WEB SITE
BANK NAME
BANK ADDRESS
BANK ACCOUNT NAME
ACCOUNT NUMBER / IBAN
BANK BIC/SWIFT CODE
BUYER’S COMPANY REGISTRATION COPY & TURKISH COMPANY TAXES – PART OF CIS
BUYER’S CIS - PASSPORT COPY
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EXHIBIT A
DRAFT FOR PAYMENT BLOCK FUND VERBIAGE
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