seller Gold Brinks to Brinks

GOLD SALES AND PURCHASE AGREEMENT (AU)
Contract No: AGY05122018
This Private Sales and Purchase Agreement (SPA) is being entered into this 19th January 2019 by and between the
following parties:
THE SELLER
COMPANY NAME XXXXXXXXXXXXX
COMPANY REGISTRATION NUMBER 100155710XXXXXXXXXX
COUNTRY MOZAMBIQUE
SELLER’S MANDATE XXXXXXXXXXXX
SALES AGENTS -XXXXXXX
-XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
REGISTERED ADDRESS 226XXXXXXXXXXX
SIGNATORY XXXXXXXXXXXXXXXXXXXXXXXX
POSITION GENERAL MANAGER (86% OF THE CONTRACT)
PASSPORT NUMBER XXXXXXXXXXX
NATIONALITY MOZAMBICAN
TELEPHONE NUMBER XXXXXXXXXXXXXXXXXXXXXXXXXXXX
E-MAIL ADDRESS XXXXXXXXXXXXXXXXXXXXXXXXXXXX
Brinks account number
Represented by: NEW AFRICAN VENTURES/ A & G Consultores in his quality of the FACILITATOR
AND
THE BUYER
COMPANY NAME
COMPANY REGISTRATION NUMBER
COUNTRY
REGISTERED ADDRESS
SIGNATORY
POSITION
PASSPORT NUMBER
NATIONALITY
TELEPHONE NUMBER
E-MAIL ADDRESS
Brinks account number
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WHEREAS the Seller wishes to sell and the Buyer wishes to buy a quantity of Gold Products.
Specification (“GLD”) GOLD (Au) Products as identified within this Sales & Purchase Agreement (SPA).
WHEREAS the Parties acknowledge they have worked through their respective agents and representatives to
facilitate the introduction of the Parties governing the Sale and Purchase of the gold as offered by the Seller.
Now, therefore, in consideration of the covenants, conditions and agreements set out herein, the Parties agree as
follows:
ARTICLE I REPRESENATION FROM PARTIES
The Seller represents that he holds full title to the gold as described in Article III herein and that this commodity is
freely tradable, transferrable and exportable. Seller also represents that the gold, at the time of sale, is free and
clear of all liens, claims, export taxesand encumbrancesand that the gold is not held or owned as a result of any
criminal act. The Seller further represents and warrants that the Seller has full personal and legal authority to sell,
uplift, ship and deliver the gold as set out in this Agreement.
The Buyer represents that he has access to required funds and has the ability to complete the purchase of the gold
as set out within this Agreement. The Buyer further represents that the cash to be utilized to complete the
purchase(s) herein are good, clean and cleared, lawfully earned United States Dollars of non-criminal and nonterrorist
origin. The Buyer further represents and warrants that he has full corporate personal and legal
responsibility, and authority to purchase the Seller’s offered gold as set out within this Agreement.
ARTICLE II SALE & PURCHASE OF PHYSICAL PRECIOUS METAL
The Seller shall sell, and the Buyer shall purchase the gold described in Article III herein and in accordance with the
following terms and conditions of this Agreement.
ARTICLE III DESCRIPTION OF THE COMMODITY
COMMODITY Gold (Au)
DELIVERY CIF –
ORIGIN Zambia/DRC/KENIA/Mozambique
QUANTITY Trial 500kg + 1000 Kg monthly with the duration of 59 MONTHS
PURITY 96% or better; 22 Carat or better
SIZE One Kilogram (0.5-1.2KG) Gold Dore Bars
HALLMARK Not Applicable
PRICE
COMISSIONS
LME/LBMA SECOND FIXING Gross price -11% ( 8,0% net for the buyer and
3% for mandates/brokers  
Defined by NCNDA attached
ASSAYING Final assay at buyers refinery (at buyers cost)
PAYMENT 100% within 24 hours after final Assay of Product
TYPE OF PAYMENT MT103/72 and TT
CURRENCY USD
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ARTILCE IV TRANSACTION PROCEDURES
i. Buyer send LOI and seller REVERT WITH draft SPA.
ii. Buyer confirm acceptance of SPA which will become the Contract SPA upon signature
or will make its own recommendations IN RED PRINT.
iii. Upon mutual approval of the revised SPA the BUYER will sign the SPA and return
electronically signed copy of this agreement to the SELLER via secure electronic mail
for SELLER’S signature including passport copy of seller and buyer.
iv. BUYER send POF TO SELLERS trough BRINKS.
v. SELLER send POP/SKR TO BRINKS.
vi. Buyer lock funds in to name of Seller in brinks account.
vii. Brinks Office from the BUYER account will contact him to confirm
the operation and ask to deposit of the product.
viii. GOLD Dore Bars shipped to buyer’s destination port accompany by sellers
representatives.
ix. GOLD Bars Receive by buyer in the presence of sellers representative.
x. Full payment of the shipment after 72 hrs from Assay certificate.
xi. Seller will provide the Buyer with copies of the following by facsimile transmission
Seventy Two (72) hours prior to each shipment (WITH THE EXCEPTION OF THE
INITIAL SHIPMENT, FOR WHICH DOCUMENTS WILL BE PROVIDED AT OR
ABOUT THE TIME OF THE INITIAL DELIVERY):
 Shipment Reference Numbers/Codes
 Number of Boxes
 Gross Weight / Net Weight
 Estimated Fine Gold Content
 Flight Number & Date and Estimated Date of Arrival
 Government (Origin) or Refinery Assay Report Certificate
 Three (3) originals of Commercial Invoices in favor of the Buyer
 Certificate of Origin
 Certificate of radioactivity
 Certificate of Ownership
 Original Assay Report endorsed by a certified government lab.
 Declaration that the product is free and clear and of non-criminal origin,
Unencumbered and free of any liens, transferable and exportable.
 Certificate of Movement
 Customs Packing List.
 Export Permit
 Full set Original Airway bill, marked "Air Freight Pre-Paid" and showing Gross
and Net weight.
The above mentioned steps 1-10shall be repeatedly executed until the completion of deliveries for total quantities
of AU products stated in this SPA
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ARTICLE V DELIVERY
The Seller will take full responsibility and cost to deliver product from their mines to their storage facility
(warehouse) in Lusaka, Zambia or in Nairobi, Kenia
The seller will take full responsibility and cost to deliver from the Seller’s storage facilities in Lusaka, Zambia or
Nairobi, Kenia to any destination of their choice.
ARTICLE VI PRICE SETTLEMENT AND PAYMENT
The spot price of -11% LME/LBMA second fixing per kilogram at 100% AU shall be applicable to this transaction
based on the assayed purity .
For the remaining 59 months the price shall be fixed at – 11% LME/LBMA per kilogram.
Cash ledger transfer payment for each delivered shipment’s price is to be in United States Dollars to the Seller’s
Bank Account indicated in this Agreement or any other provided formally by seller.
ARTICLE VII DESIGNATION OF BANK COORDINATES
See APPENDIX “A” on Page 7 of this Agreement for Bank coordinates for the Parties
ARTICLE VIII TAXES AND COSTS
The Seller and the Buyer shall be responsible for their own Taxes liabilities in their own countries.
The Buyer is responsible for all assaying cost of their designated Assaying Agent in his country.
The Seller is responsible for all logistics cost (insurance and freight) of shipping the commodity from Seller’s
warehouse to the Brinks facilities.
The buyer is responsible for all cost after the gold be delivered to brinks by Seller.
ARTICLE IX CONTRACT DURATION
This Sales and Purchase Agreement (SPA) is a spot purchase contract for the commodity quantities agreed between
the Seller and the Buyer and extended for 59 months thereafter.
ARTICLE X CONFIDENTIALITY
The Parties hereto shall agree to maintain and keep confidential all information pertaining to the identity of the
Buyer, the Seller, Facilitators, Agents and Intermediaries, Agencies or individuals with whom negotiations or
contracts have been negotiated or entered into. Copies of this Agreement will be remitted and retained between
only the principal signatories as contained and identified herein with the exception of copies being given to bankers
and attorneys to complete the transaction and when Parties must be in compliance with Anti-Money Laundering
Laws. The restriction and prohibition shall apply to the transactions encompassed by this Agreement and shall
continue for a period of duration of the completion of this Agreement as recognized by the International Chamber
of Commerce (ICC) Publication 664 with regards to rules, laws and provisions governing Confidentiality.
ARTICLE XI NON CIRCUMVENTION AND NON-DISCLOSURE
The Parties, individually and their officers, directors, trustees, agents, Attorneys and representatives, represent,
warrant and agree that under no circumstances or eventuality will they circumvent or attempt to circumvent,
directly or indirectly the involvement of one or any other Party or person or persons that introduced the respective
Parties to this Agreement. This provision shall, in any and all ways, pertain to any transaction created by this
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Agreement now or in the future and shall remain a joint and several obligation on all Parties, their officers,
directors, trustees, agents, Attorneys and representatives for the duration of the present Agreement as recognized
by the International Chamber of Commerce (ICC) Publication 619 with regards rules, laws and provisions governing
Non-Circumvention and Non-Disclosure.
ARTILCE XII APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by enforceable law in the Republic of Mozambique. In the event of dispute, the
laws of the Republic of Mozambique with jurisdiction over the matter shall apply and claims will be addressed in
the order that such claim(s) are filed by claimant, in and as determined by those courts in the Republic of
Mozambique assisted by the ICC for similar matters.
ARTICLE XIII DISPUTE SETTLEMENT
The Parties here for present, warrant and agree that they shall cooperate to the greatest extent possible in an
effort to amicably resolve any disputes by and between the Parties with regard to the enforcement and
interpretation of this Agreement, its execution and effects thereof arising from carrying out of this transaction.
Prior to initiating any arbitration or litigation regarding the provisions of this Agreement or otherwise arising out of
this Agreement, each Party shall persist and endure in good faith to resolve any disputes between themselves
amicably.
If, and only if, the Parties are unable to resolve the matter, both Parties shall each appoint an independent
mediator representing their side’s dispute for such mediation to be resolved by such representatives. The mediation
will be conducted in the country of the Party that is determined to be convenient. If such mediation cannot resolve
the dispute, then the Parties may initiate officially sanctioned arbitration.
If there is consensus for arbitration by the serving of written request on each other, the decision of the arbitrators
shall be binding and effective in a court of jurisdiction as prescribed for within Article XII. The prevailing Party shall
be entitled to recover costs of any such arbitration. Litigations shall be settled and the value determined within
those prevailing jurisdictions where a hearing is called and subpoenas served.
ARTICLE XIV WAIVER
No waiver of any right under this Agreement shall be deemed effective unless signed by the signatory party
charged with such waiver and received by its intended recipient. No waiver of any right arising from any breach or
failure to perform shall be deemed to be a waiver of any future such right arising under this Agreement.
ARTICLE XV FORCE MAJEURE
A party is not liable for failure to perform the party’s obligations if such failure is as a result of acts of God
(including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies,
hostilities (regardless of whether war is declared), civil war, rebellion, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, blockade, embargo, labor dispute, strike,
lockout or interruption or failure of electricity or telephone service. No Party is entitled to terminate this Agreement
under/in such circumstances. If any Party asserts “Force Majeure” as an excuse for failure to perform the party’s
obligation, the non-performing party must prove that the party took reasonable steps to minimize delay or
damages caused by the foreseeable events, that the party substantially fulfilled all non-excused obligations, and
that the other party was timely notified of the likelihood of actual occurrence of an event described in Article XV
herein.
ARTICLE XVI ENTIRETY OF AGREEMENT
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This Agreement is issued in Two (2) original signed copies; each consisting of EIGHT ( pages and documents the
entire agreement between the parties. Any representations by either party not contained in this Agreement shall
have no force and no effect. Once executed, this Sales and Purchase Agreement (SPA) represents the full
understanding of the Parties and supersedes all earlier understandings and/or agreement whether verbal or
written. The original of this Agreement is in English. It may be translated into other languages for the sake of
clearer understanding but in all matters pertaining to this Agreement, the English version shall take precedence.
ARTICLE XVII COUNTERPARTS
This Agreement may be executed in any number of counterparts (including counterparts by facsimile or email) and
all such counterparts taken together shall constitute one and the same instrument. Furthermore, all email or
facsimile transmissions of this Agreement are to be considered legal and binding. Two (2) original hard copies of
this Agreement shall be signed by the Parties.
ARTICLE XVIII MODIFICATIONS AND AMENDMENTS
Any modification or variation of this Agreement shall be reduced to writing and in the form of an addendum to this
Agreement and valid only when executed by the Parties’ signatories as a condition precedent to the validity of such
modification or variation.
ARTICLE XIX COMMUNICATION
All the official communication between the Buyer and the Seller shall be sent directly via the email address on Page
1 of thi sAgreement
ARTICLE XX FACILITATION
The Parties undertake to facilitate the successful completion of each and every tranche of the Sales & Purchase of
the physical commodity and agree to commit in full will, endure and persist, striving to complete either Party’s
obligations and commitments for the success of the transaction until complete transfer and payment of the
physical commodity as agreed by the Parties.
**************SIGNATURE PAGE FOLLOWS****************
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“Accepted and Agreed without change (Electronic Signature is valid and accepted as hand signature)”
EDT (Electronic Document Transmissions)
EDT (Electronic Document Transmissions) shall be deemed valid and enforceable 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.
IN WITNESS WHEREOF, the Parties hereby agree to the above terms and conditions of this Sales and Purchase
Agreement and mutually agree to perform as represented as of the date if this Agreement.
For and on Behalf of THE SELLER:
___________________________
(Sign and Seal)
Name:XXXXXXXXXXXXXXXXXXXXX
Designation:GENERAL MANAGER
Passport Number:15
Nationality:MOZAMBICAN
Signing Date:12 DEC 2018
*************************************************
For and on Behalf of THE BUYER:
___________________________
XXXXXXXXXXXXXXXXX
Name:
Designation
Passport Number
Nationality
Signing Date: //
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APPENDIX “A”
DESIGNATION OF BANK COORDINATES FOR THE PARTIES
A. THE SELLER’S BANK COORDINATES FOR TRANSACTION AND RECEIVING PAYMENT
BANK NAME STANDARD BANK S.A
BANK ADDRESS AV. 10 DE NOVEMBRO No.420, PO BOX 1119 Maputo
ACCOUNT NAME XXXXXXXXXXXXXX
ACCOUNT NUMBER XXXXXXXXXXXXXXXXX
CURRENCY USD
SWIFT CODE XXXXXXXXXXXX
IBAN XXXXXXXXXXXXXXXXXXXXXXXXX
BANK TELEPHONE NO. +251215010000 (General)/+258846632602 (Direct for B. Officer)
BRANCH NAME: AGENCIA MATOLA-117
Bank Officer: MR YUREL NEVES
B. THE BUYER’S BANK COORDINATES FOR THE TRANSACTION AND SETTLING PAYMENT
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
IBAN
BANK TELEPHONE NO.
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