Droit du contrat

Sale Pourchasse Agreement. (SPA)

Sellers Code: ----/-----/------/2017

Buyers Code. ----- /-----/------/2017

Contract Ref ------/---------------/220

THIS Agreement herein after referred to as the “ buyer” Made this…….. day of ………………2017. , Between

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------    ( herein after described more specifically as the” Seller”, which expression shall, were necessary include its successors in title ,assigns and representatives ) of the First part

                                                                     and ……………………………………………………………………………………………… herein after referred to as the “ buyer” , which expression shall include its successor in title, assigns and personal representatives )of the Second part. Wherefore; it is AGREED as follows:-

1. DEFINITIONS

1. Unless otherwise explicitly required the following definitions shall apply:

1. “Agreement” means this agreement.
2. “Business Day” and “Working Day” may be used interchangeably and refer to days on which banks are open for business in the following countries:   England, USA, Switzerland, Belgium, Democratic Republic of Congo, Tanzania, Australia, Kenya and Israel.
3. “Contracting Authority” means the representative with legal power on behalf of its principal responsible for the management and administration of this Agreement on behalf of each of the party.
4. “Fixing” means the London Fixing, whereupon the price of gold is fixed in the London Bullion Market Association  at 3:00 pm England Time.(LBMA)
5. “Herein”, “hereby”, “hereunder”, when used in any section, shall unless the contrary is apparent from the context, be understood to relate to this Agreement as a whole and not merely to the section in which the term appears.
6. “Material” means gold dust, grains, nuggets, bars, with a minimum 91% gold with the balance silver and base metals with no deleterious elements or radioactivity.
7. “Memorandum of Outturn” means the document issued by the designated refinery confirming the number of 999.9999 troy ounces of gold received and credited to the Purchaser allocated Pool Account at the refinery designated by the Purchaser.
8. “Ounce” means troy ounce.
9. “Pool Account” means the record of the refined gold held by the designated refinery on behalf of the Purchaser on an unallocated basis.
10. “Receipt of Deposit” means the document issued and confirmed by the designated refinery confirming the weight of the material received by the designated refinery at arrival prior to assay process and material shall then be subject to assay.  Said “Receipt of Deposit” shall have no binding effect with respect to weight of the material.
11. “Tone” means (1) metric ton.
12. “Kilogram” means (1) metric kilogram.(IS)
13. “Work” means the steps that are required to take place, finished and performed by Purchaser or its designated refinery in order to comply with the terms of this Agreement.
14. “99.9999 fineness of gold” means 99.9999 part of fine gold per 1000 parts.
15. The masculine gender includes the neuter and feminine and vice versa.
16. “Transaction Number” means the reference number and shall apply to any and all material transactions represented in this agreement as well as any rolls and extensions.

2.        CONTRACTING AUTHORITY

2.1        A Director, an officer of the Purchasers shall be the Contracting Authority for the Purchaser and shall be responsible on his company’s behalf for the administration and management of this Contract and shall be authorized to act on behalf of the seller with respect to amendments or changes to any terms of this Agreement as well as any other document hereunder.  The President may delegate his authority in this Agreement and may act through duly appointed representative(s).

2.2        A Director, an officer of the Seller shall be Contracting Authority for the Seller and shall be responsible on his company’s behalf for the administration and management of this Contract and shall be authorized to act on behalf of the seller with respect to amendments or changes to any terms of this Agreement as well as any other document hereunder.  The Director may delegate his authority in this Agreement and may act through duly appointed representative(s).

1. SUBJECT MATTER

3.1Seller  shall uplift the cargo to the designated refinery/market located in ……………..and within  Ten(10) days  by shipment to be of 95%+ gold purity or higher to be tested, melted by the designated refinery pursuant to Purchaser’s supervision.  The Purchaser shall be present and ensure that the assay process is carried out diligently with efficient and effective supervision and inspection.  Purchaser further agrees that the work will be done pursuant to quality and workmanship of international refinery standards in accordance with the terms of this Agreement.

3.2 Seller shall ensure that the Material is properly identified as legal high percentage “AU” and must be accompanied by legal and valid documents from the Seller stating:

(a)The estimated precious metal content of the material probes of 50 Kg to be 95%+ AU or higher;

(b)net and gross weight and size of each box to be sealed by an Inspection Institute and an Insurance Surveyor who shall take photos for the file prior and after closing and sealing the boxes.  The material shall be delivered in sealed and or plumbed boxes;

3.3 Together with the shipment of the material, the following documents will be sent to the designated refinery:

(a)Assayer’s Certificate of probes at origin.

(b)Prepaid Airway Bill addressed to the Purchaser and c/o the designated refinery; containing a brief description of the goods including but not limited to content description, gross and net weight of each box, size of each box (L cm x H cm x B cm) seal number, insurance value 100% remarked and separate valid insurance certificate insuring the goods for all kinds of full or partial damages in full that may occur from door to door as listed in the airway bill.

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