KOKRANS MINING COMPANY LIMITED.
Address; No. 2, Dansoman Housing Estate, High Street, -Accra
P.O. Box 1313, Dansoman- Accra-Ghana
Tel: +233-244-66-8941 / +233-274-21-5380/ Email:
kokransgold2011@gmail.com Sellers ref: GH/AU/KMC/08/019 Contract: 17th/August/2019KMC
Buyers ref:
SALES & PURCHASE CONTRACT
Private and Confidential
This Contract is made and entered into this day 17th August, 2019 and valid unless signed by both parties for 12 Months with rolls and extensions passable by and between:
SELLER:
Company Name
Kokrans Mining Company Limited
Address
P.O. Box 1313, Dansoman- Accra-Ghana
City
Accra
Phone
+233
Contact Person
Mr. Kofi Korankye Banful
Passport Number
Nationality
Ghanaian
Email
Kokransgold2011@gmail.comAND
BUYER:
Company Name
Address
City
Phone
Contact Person
Passport Number
Nationality
Email
WHEREAS: The Seller has at his free disposal Raw Gold in the form of Gold bars, free and clear of all liens and encumbrances hereinafter referred to as Gold which he is prepared to sell and deliver to the Buyer for refining, assaying and conversion into bankable gold, hereinafter called “GOLD”
WHEREAS: The Buyer agrees and warrants, under penalty of perjury, to purchase the Seller’s Commodity at an agreed price and lift period.
NOW THEREFORE: In consideration of the promises and mutual convents herein set forth, both Parties agree to the Terms and Conditions as follows.
Clause 1 - Subject of the Contract
Subject of the Contract is the delivery of Gold Dore Bars by the Seller to the Buyer for purchase.
Clause 2 - Description of the Gold Dore Bars
Type
Gold Bars
Fineness
22 Carat +
Purity
95% or better
Price
Purchase price shall be LBMA minus (20%) per KG on refined Gold quantities + 5% export tax of 60/kgs to be rebated-
Origin
Ghana
Point of Delivery
U.A.E/ DUBAI
Quantity / First Delivery
60/kgs/ Subsequent Lifts; 100% CIF of 500/kgs monthly for (12) month, rolls and extensions. LBMA Minus 20% Less per KG
Packing
Export Packing Box or any other suitable packaging commonly used in the trade of gold
initial Assay
Ghana Geological department or Italtec Gold Refinery
Clause 3 - Obligations of the Buyer/Seller
3.1. The Buyer and the Seller have agreed to enter a long term business for a 12 months period roll and extension. For the first shipment, The Seller sends SPA/ Contract for acceptance by the Buyer. Contract goes through normal negotiation and validation period. The Seller should be informed two days ahead before buyer’s arrival in Ghana, This is to enable the seller to prepare and transport his gold bars to Accra for the deal to be executed.
3.2. Upon the Buyer’s arrival in Accra, The Buyer and the Seller shall meet for a Table Top Meeting (TTM) at the Seller’s office or the buyer’s hotel. After meeting and concluding on the long term business, price and kilograms of gold bars set for the first tranche (20/kgs gold bars), the Seller shall take the buyer for inspection before the gold bars are transported to the refinery for assay. The Twenty (20) kilograms of Gold bars will be assayed at the Ghana Geological Survey department or The Italtec Gold Refinery in Accra and the buyer shall pay the cost of assay.
3.4. The refinery will receive the gold, conduct the assay in the presence of the buyer and the seller. The assayed gold shall remain the property of the seller at all time until buyer makes full payment.
When payment is made by the buyer and confirmed by the seller, ownership of the gold is immediately changed from the seller and transferred into the buyer’s name for the total quantity of gold bars. The Buyer and the Seller agree that after the trial tranches of sixty (60) Kilograms of gold bars the next shipment will be 500/kgs every month for a 12 months period with roll and extension.
3.5. The Seller will not transact or accept any form of payment from refinery or a third party in Ghana. The buyer shall send his flight antennary to the Seller before his departure to Ghana. This is important to help us prepare ahead of time and arrange with a private security escort for the transport of gold to Accra.
Clause- 4- Payment Terms
4.1. The agreed price shall be paid in full to the SELLER by the BUYER via immediate Bank SWIFT transfer within and not later than Twenty Four (24) Hours after Assay and upon satisfactory completion of the testing.
Buyer shall not take physical possession of the gold until payment is made to the seller.
All payments being made under this Contract shall be in USD Dollar.
4.2 Buyer’s Refinery in the U.A.E
Refinery Name:
Address:
City:
Phone:
Gold bars to be delivered:
Total of 60 Kilograms gold bars of 3 tranches
Clause 5 – Bank Coordinates:
Seller’s Bank for receiving payment of the purchase price has the following coordinates and account is subject to change without notification:
Seller’s Bank Coordinates /
Account Name:
Account Number:
Bank Name:
Swift Code
Address:
Tel.:
Fax:
Buyers Bank Coordinates/
Account Name:
Account Number:
Bank Name:
Address:
Swift Code:
Tel.:
Fax:
Clause 6 – Delivery Procedure
The Buyer shall make a Five percent (5%) payment to the seller against the total quantity of gold to be exported; The Seller shall use the Five Percent (5%) to cover the total cost of export including government tax, Insurance and freight cost from Ghana to Buyer’s country. The Seller shall also make arrangement with Emirate Air, Delta Air, KLM, or any reliable currier service to airlift the gold from Ghana to Buyer’s country.
When the export documents are processed and government taxes are paid, copies of all export documents will be released or emailed to the buyer for confirmation before gold is shipped. The Buyer shall deduct his Five percent (5%) down payment from the proceeds of seller’s gold when making final payment for the total cost of the gold to the Seller’s account.
First Delivery will be 60 Kilograms of three tranches.
Clause 7 - Term of Contract
This Agreement is valid for one year commencing on the date of execution of this Agreement by Buyer and Seller with options for another one year’s renewal thereafter. This Agreement shall remain in the full force and effect until completion of all transactions thereof and shall be binding upon the Parties, their heirs, successors, assigns, attorneys, principals and/or agents.
7.1. The Parties will meet at least 60 days prior to the expiration of the contract term, in good faith, to discuss/negotiate rolls and extensions.
NCNDA of ICC
INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT
WHEREAS, the undersigned wish to enter into 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.
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 (herein after 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:
I. TERMS AND CONDITIONS:
1. The parties will not in any manner, solicit, nor accept any business in any manner from sources nor their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,
2. The parties will maintain complete confidentiality regarding each other’s business sources and/or their affiliates and will disclose such business sources only to named parties pursuant to the express written permission of this party who made available the source; and,
3. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure that the transaction codes established will not be affected and,
4. That they will not disclose names, addresses, email address, telephone and facsimiles or telex numbers to any contacts by either party to third parties and that they each recognize such contract as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and,
5. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other party(ies) to do so. For the sake of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.
6. That 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 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.
7. 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 transactions will be allocated as mutually agreed.
8. This agreement is valid for any and all transactions between the parties herein and shall be governed by the enforceable law in Canadian courts, USA courts, English courts, French courts, Singapore courts, or under Swiss laws in Zurich, in the event of dispute, the arbitration laws of states will apply.
9. The signing parties hereby accept such selected jurisdictions as the exclusive venue. The duration of the agreement shall perpetuate for one (1) year from the date hereof.
II. AGREEMENT TO TERMS:
A. Signatures of this agreement received by the way of facsimile, mail and / or e-mail shall be deemed to be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the agreement.
B. All signatures hereto acknowledge that they have read the foregoing agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.
C. By signing below, both parties acknowledge this agreement as valid and accept other party's electronic signature as original hand-written signature, and thus enforceable in any court.
ACCEPTED AND AGREED WITHOUT CHANGE.
Clause 8 - Force Majeure
Neither party shall be liable for any failure to timely perform due to “Force Majeure” as defined by the International Chamber of Commerce, Paris, France which is deemed to be incorporated herein.
Clause 9 - Authority
The parties to this agreement warrant that they have full authority to enter into this Agreement and to the best of their knowledge and belief, there are no violation of any law in entering into this Agreement and are accordingly to be fully bound by these terms and conditions.
Clause 10 - Assignments
This Agreement shall be binding upon all parties hereto and their respective personnel, representatives, heirs, successors, and assigns: Provided however, that no party may assign its rights under this agreement without the prior written consent of the other party.
Clause 11 - Fight against Criminal activities
11.1 The Seller guarantees that the Gold has not a criminal origin.
11.2 The Seller declares that the materials origin is checked properly, and is exportable.
11.3 The Seller declares that the metals or the funds involved in the trade of the gold are not, at any level, used for money laundering, financing any criminal, terrorist activity or political or armed group. He ensures that he has done and will do anything that is possible to check and crosscheck on a regular basis the origin and the itinerary of the metals or funds involved in its business. Any abnormality must be notified to the Buyer.
11.4 The Buyer represents and warrants that the funds related to the financing of the Gold and the fund generated by such trade are not, at any level, collected from or used for money laundering, financing any criminal, terrorist activity or political or armed group. It ensures that it has done and will do anything that is possible to check and crosscheck on a regular basis the origin and the itinerary of the Gold or funds involved in its business.
Clause 12 - Ancillary Provisions
12.1 Any modification of this Agreement shall be made in the form of an addendum and is to be executed by all parties as a condition precedent to implementation of such modification.
12.2 All Parties, individually and severally, accept responsibilities for any liabilities for taxes, import levies, duties, charges and any fee which may be incidental to their respective execution of this Agreement, but neither covenants, either expressly or implicitly to pay or otherwise be held responsible for any such amounts paid or payable by the other unless mutually agreed and entered into as an Addendum to this Agreement.
12.3 If any covenant or provision of this Agreement is prohibited in whole or in part, by the operation of Law or otherwise, such covenant or provision shall, as to the extent of such prohibition be ineffective, or void without invalidating the remaining covenants and provisions hereof and shall be deemed to be severed from this Agreement to the extent of such a prohibition.
12.4 This Contract shall be governed by and contoured and interpreted in accordance with laws of Switzerland. The parties hereto agree that all disputes or differences arising between the parties and touching or
12.5 Concerning this Contract which is not settled between them shall be submitted to the arbitration of the International Chamber of Commerce.
12.6 This Contract contains the entire Agreement between the Parties. No alterations, changes or substitutions shall be made herein without the same being reduced to writing and appropriately signed by all parties. This full recourse Agreement, when executed, is the full understanding between Parties and supersedes all other understanding whether verbal or written. All statements and representatives are made without any omission of material fact and full corporate and legal responsibility, under penalty of perjury
12.7 Obligation buyer will, after all deliveries notify the Seller of successful completion of events in written form.
IN WITNESS WHEREOF, the Parties have hereunto set their hands, this 17th August, 2019 of as their true deed and voluntary act.
THE SELLER:
Name: Mr. Kofi Korankye Banful
Company: Kokrans Mining Company Ltd
Address:
- - - - - - - - - - - - - - - - - - - - - - - - - -
Seller’s Signature
THE BUYER:
Name:
Company:
Address:
- - - - - - - - - - - - - - - - - - - - - - - - - -
Buyer’s Signature