Dr Jose Luis Cavalieri.net_Associates

Global network of business advisors specialized in accounting legal services, digital technology, acquisitions, mergers and other cross-border transactions

JoseLuisCavalieri.com

sites.google.com

LBMA The London Bullion Market

Only refiners whose bars have been accredited by the LBMA as meeting the minimum standards for trading on the London market appear in the Good Delivery List.

The LBMA produces Good Delivery Lists for gold and silver bars; detailing the names of accredited refiners, their listing date and the marking details of their bars. Because of the stringent assaying and bar quality criteria that applicants must satisfy to attain accreditation, the Lists are universally recognised as the de facto standard for the quality of gold and silver bars.

The List is used by many markets and exchanges for defining, in whole or in part, the deliverable brands within their jurisdictions. Recently, a number of exchanges have become licensed for this use.

Current gold and silver Good Delivery Lists

The Current Lists show refiners of gold and silver whose large bars were found to meet the required standard when originally tested. Listed refiners are proactively monitored on a three-year cycle to ensure that their assaying and refining capabilities continue to meet the required standard. In addition, the refiners’ financial and refined production data is reviewed annually.

It should be noted that inclusion in the Current list does not constitute or imply any representation or warranty by the LBMA as to creditworthiness or as to the services or goods supplied or quality or compliance with any specification relating thereto. No liability for direct or consequential loss, howsoever caused, whether by negligence or otherwise, whether by use of this list or reliance thereon, is accepted by the LBMA. If a bar bears more than one assay stamp, the lowest figure will be taken.

Former gold and silver Good Delivery Lists

The Former Lists include:

Refiners who no longer produce bars at the locations listed;

Refiners whose bars are no longer accepted as Good Delivery by the London Bullion market;

Bars whose brand mark has been changed (in which case the current brand mark is described in the Current Gold or Silver List).

Assayer-only companies which were previously granted Good Delivery status. Refiners are now expected to have the ability to assay as well as refine to the required standard.

However, bars produced by these refiners prior to their transfer to this list on the date given below continue to be acceptable as Good Delivery. The LBMA reserves the right to de-list bars after an appropriate period of time in cases where production has ceased.

Changes to the List

When a current refiner makes a change to its bar, either in terms of dimensions or markings, the existing list entry is replaced by the revised version, with the older version being transferred to the Former List. The Former List contains entries of both transfers of a particular bar produced by a Good Delivery refiner and also that of the refinery itself when its bars are no longer considered acceptable in the London Bullion market.

The Good Delivery Rules set out every aspect of the Good Delivery administration including the specification standards for London-traded gold and silver bars.

The Good Delivery Rules provides information for existing refiners and the banks that work with them, as well as the necessary guidance for refiners seeking accreditation.

Only bars that meet Good Delivery standards are acceptable in the physical settlement of a loco London gold or silver transaction. The high level of consistency within the London market is maintained by ensuring both refiners and vaults implement the Good Delivery Rules relating to a bar's assay, weight and its safe handling and stacking. The main specifications for GD gold and silver bars are summarised below. No other refined gold or silver products produced by accredited refiners fall within the scope of the Good Delivery Lists.

Click here to view the full set of Rules to find out more

Specifications for a Good Delivery Gold Bar

Specifications for a Good Delivery Silver Bar

Provision of Self-Testing Samples

Annex H also shows how to derive London gross troy ounce weights rounded to the nearest 0.1 or 0.025 troy ounces for silver and gold respectively. Please click here to download an excel spreadsheet including the same.

Assays

It is essential that all GD bars contain the amount of metal stated by the marked assay as marked on the bar and its weight. Assays of GD bars are determined by the refiner at the point of manufacture. An assay is likely only to be checked again when a bar is used as raw material in a refinery, for example, for the manufacture of small bars or in a plant manufacturing products like jewellery.

Pro-active Monitoring

The LBMA ensures that the highest possible standards are maintained by testing the ability of all Good Delivery refiners to assay accurately on a three-yearly cycle for its Proactive Monitoring Programme (PAM). Details of a refiner's recent activity for PAM can be viewed in the Good Delivery Lists.

Vault Managers Working Group

The Vault Managers Working Group, comprising the Bank of England and representatives from those LBMA members with their own vaulting facilities in London, meet regularly to consider issues relating to bar quality and vault procedures. Vault Managers are required to document every case of bar rejection and provide the associated information to the LBMA Executive.

Changes to the Good Delivery Rules

To view details of recent changes made to the Good Delivery Rules click here. This document sets out the changes made to the Rules between 2007 and 2013. The first edition of the Good Delivery Rules was published by the LBMA in 1993. Prior to that, at various times during the 20th Century, the London Gold Market produced booklets containing earlier versions of the rules pertaining to the Good Delivery of bars.

Good Delivery Applicants

Refiners wishing to apply for Good Delivery Status should read carefully the current version of the GDL Rules. Please refer to the FAQs on Good Delivery for further details. Please contact gdl@lbma.org.uk if you have any questions about the application process.

The LBMA comprises and represents the key players and their clients in the bullion market, which is centred in London but which has an international footprint. It is not an Exchange like the LME on which contracts for base metals are traded.

The current membership of the LBMA includes more than 140 companies including refiners, fabricators, traders as well as those providing storage and secure carrier services. We represent these members, and through our maintenance of and publication of the Good Delivery List, set the benchmark for gold and silver metal bars across the world.

Origins of the LBMA

The LBMA was established in 1987 by the Bank of England, which at this time was the bullion market's regulator. The LBMA took over the roles previously carried out by two separate organisations, the London Gold Market and Silver Market, whose origins date back to the mid-nineteenth century.

The on-going work of the Association covers setting and monitoring refining standards, creating trading documentation and fostering the development of good trading practices. The LBMA's main role is the maintenance and publication of the Good Delivery Lists for gold and silver, which are universally acknowledged as the de facto standard of quality assured and assayed bullion. The LBMA Brochureprovides further information about the work of the LBMA.

Since its inception in 2000, the LBMA's annual Precious Metals Conference has been the premier professional forum for the world's precious metals market. Following the conference in Singapore on 16-18 October, 2016, the next in the series of conferences will take place in Barcelona on 15-17 October, 2017.

The LBMA also produce other publications, most significantly the Alchemist, the LBMA's quarterly journal, which contains articles of general interest to all participants in, and observer's of the bullion market. It is available free of charge from the LBMA Executive.

The LBMA Good Delivery List is widely recognised as representing the de facto standard for the quality of gold and silver bars.

Good Delivery List

In the refining industry, accreditation on the LBMA Good Delivery List is widely recognised as the benchmark standard for the quality of gold and silver bars, due to the stringent criteria that an applicant must satisfy. In 2004 the LBMA introduced a system of regular proactive monitoring of refiners on the List, an important initiative which further enhanced its reputation and those refiners it listed. The List is used by many precious metals exchanges around the world to define in whole, or in part, the refiners whose gold and silver bars are accepted in their own markets.

The London Bullion Market

The London Bullion market has a long and colourful history which precedes the formation of the LBMA. For more information on the history of the London Bullion market, the role of the LBMA and other key participants within it, click on the link About the Bullion Market, in the Useful Links dialogue box on the right hand side of this page.

International Commercial Contracts

THE CENTRAL ROLE OF THE CONTRACT.

The parties’ contractual freedom is not unlimited

THE ROLE OF THE LAWYER DEALING WITH INTERNATIONAL CONTRACTS

MAIN ORGANIZATIONS ACTIVE IN INTERNATIONAL COMMERCIAL LAW

The United Nations Commission on International Trade Law (UNCITRAL)

The International Chamber of Commerce

The International Institute for the Unification of Private Law (UNIDROIT)

The Hague Conference on Private International Law

THE NEED TO DISTINGUISH BETWEEN APPLICABLE LAW AND JURISDICTION

THE IMPORTANCE OF DETERMINING THE APPLICABLE LAW

TWO ALTERNATIVES: TRADITIONAL APPROACH V LEX MERCATORIA

THE RULES OF PRIVATE INTERNATIONAL LAW (CONFLICTS OF LAW)

The problems arising from the lack of uniformity

The Rome Convention of 1980 and the Rome I Regulation (593/2008)

Private international law rules and international arbitration

THE LAW APPLICABLE IN THE ABSENCE OF A CHOICE BY THE PARTIES

Which criteria will be used for the determination of the applicable law?

The criteria contained in the Rome Convention

The criteria contained in Rome Regulation

The main problem for business: lack of predictability

THE CHOICE OF THE GOVERNING LAW

The principle of freedom of choice

Cases where the freedom of choice is limited

Special problems: exclusion of mandatory rules; dépeçage

How to draft the choice of law clause

THE EFFECTIVENESS OF THE CHOICE OF THE GOVERNING LAW

“Simply” mandatory rules and “internationally” mandatory rules

National laws implementing European directives: the Ingmar case

Application of internationally mandatory rules by courts (and arbitrators)

THE DIRECT APPLICATION OF TRANSNATIONAL RULES

The theory of lex mercatoria

UNIDROIT Principles

The combination of lex mercatoria and UNIDROIT Principles

THE OPTIONS FOR THE CHOICE OF THE GOVERNING LAW.

Choice of the law of its own country

Lex mercatoria and similar solutions

Not choice at all

THE METHODS FOR SOLVING DISPUTES

THE IMPORTANCE OF DISPUTE RESOLUTION

THE MAIN OPTIONS

The choice between arbitration or ordinary jurisdiction Mediation and ADR

The ICC Mediation rules

INTERNATIONAL ARBITRATION

THE NEW YORK CONVENTION OF 1958

The fundamental principles of the Convention

The arbitrability issue

Problems arising in connection with public policy

DIFFERENT TYPES OF ARBITRATION

The distinction between ad hoc and institutional arbitration

Arbitration under the UNCITRAL Rules

Institutional arbitration

ICC ARBITRATION

The ICC International Court of Arbitration and the Secretariat

The ICC arbitration rules

The costs of ICC arbitration

DRAFTING THE ARBITRATION CLAUSE

The formal requirement of the arbitration clause: agreement in writing

The essential elements of an arbitration clause

Some typical errors frequently found in arbitration clauses

The optional elements of the arbitration clause D

LITIGATION BEFORE ORDINARY (NATIONAL) COURTS

INTERNATIONAL CONTRACTS AND NATIONAL JURISDICTIONS

THE DOMESTIC RULES ON JURISDICTION

THE RULES APPLICABLE IN THE EUROPEAN AREA

The rules on international jurisdiction

Choice of jurisdiction clauses

The rules regarding lis pendens

THE HAGUE CONVENTION OF 2005 ON CHOICE OF COURT AGREEMENTS

Exclusive choice of court agreements

Recognition and enforcement

STRATEGIES FOR THE APPROPRIATE CHOICE OF JURISDICTION

Choice of forum in favour of its own courts

Exclusive and non-exclusive jurisdiction clauses

Drafting choice of forum clauses

Formal requirements of jurisdiction clauses

Effectiveness of the choice of forum clauses

The trend towards self-sufficient contracts

Oral and written contracts

Letters of intent and similar documents

Identifying the legal framework where the contract is to be situated

Establishing a draft in view of the negotiation

THE NEGOTIATION STAGE

The approach to negotiation

The ICC Principles to facilitate commercial negotiation

The role of the lawyer in the course of negotiation

The recourse to local lawyers

Responsibility of the parties during negotiation

Agreeing upon special rules for negotiation

DRAFTING THE CONTRACT

The trend towards common drafting standards

The basic requirements of a well-drafted contract

Drafting techniques commonly used in international contracts

The language of the contract

CLAUSES FREQUENTLY USED IN INTERNATIONAL CONTRACTS

Force majeure

Hardship

Penalty/liquidated damages

Requirement of written form for modifications

Partial nullity

Non-waiver clauses

Clauses excluding liability for consequential damages

CONCLUDING THE CONTRACT

The domestic rules of formation of contracts and resulting problems

Rules on the formation of contracts in the CISG and UNIDROIT Principles

Conclusion of contracts and general conditions

Effectiveness of clauses contained in general conditions

Clauses governing the entry into force of the contract

EXPERTS

The ICC International Centre for ADR offers three distinct services relating to experts and neutrals. They include: proposal of experts and neutrals; appointment of experts and neutrals; and administration of expert proceedings. In these instances, ICC is chosen to administer and supervise the entire expert proceedings.

Proposal

The proposal of an expert or a neutral may serve various purposes that are not only limited to disputes. Parties might wish to obtain an expert opinion on an issue of importance in the ordinary course of business or they might want to call upon a neutral to facilitate their negotiations. An expert may also be required as a potential expert in arbitration or other dispute resolution proceedings. In such cases, a party may unilaterally request ICC to propose the name of an expert or a neutral. No other person will be informed of this request unless the requesting party explicitly asks ICC to do so. A neutral may be needed to act as a mediator, a dispute board member or to assist in resolving a dispute not administered by ICC. A proposal is not binding on the requesting party or parties and ICC’s involvement ends with the delivery of the proposal.

Appointment

When disputes arise, parties might wish to have an expert appointed by ICC to decide on a particular issue. For example, on the valuation of shares or the quality control of a manufactured good. Or they might have agreed on a dispute resolution procedure for which they need a neutral to act as mediator, but cannot agree on the person to fulfil this role. An appointment by the Centre is binding on the parties. The Centre’s involvement ends upon completion of the appointment process. It does not extend to the administration of the ensuing expert proceedings, which is the subject of a separate set of rules.

Administration of expert proceedings

When faced with differences or in dispute, parties may require an expert to give findings on specific issues. In addition to appointing an expert or confirming an expert nominated by the parties, the Centre’s role covers supervision of the proceedings. This includes such tasks as coordinating between the parties and the expert; monitoring deadlines; overseeing costs; and unless explicitly excluded, scrutinising the draft expert report. It is the Centre that notifies the report to the parties at the end of the proceedings. The expert’s findings may be useful to the parties when negotiating a settlement of their dispute or differences. Although in principle they are not binding, parties may—if they wish and subject to applicable law—agree to give the findings the force of a contractually binding expert determination.

MEDIATION

ICC Mediation is both adaptable and private. What’s more, anyone is able to the settlement technique—whether a company, state, state entity, international organisation or individual.

Mediation is a flexible and consensual technique in which a neutral facility helps the parties reach a negotiated settlement of their dispute. The parties have control over the decision to settle and the terms of any agreement. Settlements are contactually binding and widely enforceable.

The mediation process is designed to give parties a better understanding of each other’s business needs. As such, each can look for a win-win solution that upholds their respective interests. The result always remains in the parties’ hands, which reduces potential risks that are so often associated with other forms of dispute resolution.

Mediation is a useful approach when parties in dispute have an ongoing relationship that they wish to preserve, such as a joint venture or long-term supply contract. With mediation, this is possible whereas there is unlikely to be any legal basis for seeking such relief in arbitration or litigation.

All ICC Mediations are administered by the ICC International Centre for ADR and follow the ICC Mediation Rules. Just as the Court is the only body empowered to administer proceedings under the ICC Rules of Arbitration, the Centre is the only body entitled to administer proceedings under the ICC Mediation Rules.

ARBITRATION

Our rigorous approach, efficient processes and practical rules that cover every contractual issue have made us the leading arbitral institution. With teams across the globe, we stand ready to help you at any stage of your dispute.

ICC Arbitration assures the best quality of service. That’s because it is delivered by a trusted institution and a process that is recognised and respected as the benchmark for international dispute resolution. From straightforward sales contracts to intellectual property matters, joint ventures, share purchase arrangements or state-financed construction projects—whatever the case—we can assist in resolving disputes of all sizes.

Anyone can benefit from ICC Arbitration’s flexibility and effectiveness. The only requirement is that parties to a contract, treaty or separate arbitration agreement need to consent to use ICC Arbitration. This is handled through a contract or treaty before a dispute arises. However, it may happen after a dispute has taken place as well.

While maintaining strict neutrality, our Secretariat and other regional offices are available via telephone or email to answer questions. Although we are happy to provide information, all Secretariats’ work is strictly confidential. Neither we nor any part of ICC will disclose information concerning a case except to those involved.

Unrivalled in experience and expertise, we are a leading international arbitration institution. We administer ICC arbitrations, overcome obstacles in proceedings and strive to ensure ICC awards are enforceable.

Like all ICC dispute resolution services, we base our arbitration solutions on rules that follow international best practice. We update these rules regularly and translate them into many languages to stay current with today’s business needs. We have made these rules short, adaptable and simple for use in virtually any type of procedure.

DOCDEX

When disputes related to trade finance instruments occur, we offer a specialised method that is confidential, quick and cost-effective called Documentary Instruments Dispute Resolution Expertise (DOCDEX).

Parties may file a Request for a DOCDEX Decision for any dispute relating to:

a documentary credit;

a standby letter of credit;

a bank-to-bank reimbursement;

a collection;

a demand guarantee or counter-guarantee;

a forfaiting transaction,

a bank payment obligation (BPO); or

any other trade finance-related instrument, undertaking or agreement.

DOCDEX is a preferred dispute resolution method because of litigations unlimited costs. Depending on the amount in dispute, DOCDEX proceedings are capped at US$5,000 or US$10,000. What’s more, even in exceptional cases, the International Centre for ADR (“Centre”) will only charge an additional fee of US$2,500 or US$5,000.

You can feel confident that you receive a thorough analysis and well-considered conclusion with DOCDEX. Cases are decided by a panel of three impartial experts having extensive experience in, and knowledge of, trade finance transactions. These experts are specially selected from a list maintained by our ICC Banking Commission. A Technical Adviser nominated by the Commission then personally reviews each decision to certify that it is in line with ICC Banking Rules and/or international trade finance practice standards. The entire process usually takes between two and three months, compared to years with court proceedings.

DOCDEX Decisions are kept private and rendered in English. They are not binding unless the parties have otherwise agreed and are not arbitral awards. However, anonymised DOCDEX Decisions are widely distributed to enable practitioners to avoid common errors leading to disputes while at the same time preserving confidentiality.

DISPUTE BOARDS

Dispute boards are permanent panels set up to accompany the performance of a contract. They also assist in avoiding or overcoming disagreements and disputes. As such, we provide a variety of tools and support for establishing and operating three types of dispute boards to minimise impact and enhance trust between parties.

A Dispute Board (“DB”) is a standing body composed of one or three DB Members. Typically set up upon the signature or commencement of performance of a mid- or long-term contract, they are used to help parties avoid or overcome any disagreements or disputes that arise during the implementation of the contract. Although commonly used in construction projects, DBs are also effective in other areas. These areas includes research and development; intellectual property; production sharing and shareholder agreements.

The ICC Dispute Board Rules (“Rules”) consist of a comprehensive set of provisions for establishing and operating a DB. They cover such matters as the appointment of the dispute board member(s); the services they provide and the compensation they receive.

DBs have three basic functions. They emphasise the importance of informal and formal approaches to disputes. The Rules explicitly provide that, upon perceiving a potential disagreement, the DB may identify the disagreement and encourage the parties to resolve it on their own without further involvement of the DB. If this is impossible or the disagreement is too entrenched, the DB can intervene with informal assistance to help the parties resolve the matter by agreement. Alternatively, the DB could also determine a dispute through a recommendation or a decision issued after a procedure of formal referral. Each of these functions is of equal importance in helping to reduce the risk and cost of disruption to the parties’ contract.

The Rules give parties a choice between three types of DB—each of which are distinguished by the type of conclusion it issues upon a formal referral. Dispute Adjudication Boards (DABs) issue decisions that must be complied with immediately. On the other hand, Dispute Review Boards (DRBs) issue recommendations that are not immediately binding on the parties. However, become so if no party objects within 30 days. Finally, Combined Dispute Boards (CDBs) offer an intermediate solution between DRB and DAB. They normally issue recommendations but may also issue decisions if a party so requests and no other party objects or the DB so decides on the basis of criteria set out in the Rules. There is a contractual obligation to comply with recommendations and decisions—when so required—by disallowing objections on the merits as a defence to non-compliance and through explicit use of the terms “final” and “binding.”

Parties wishing to use the Rules are advised to include an appropriate clause in their contract. For this purpose, ICC proposes three standard ICC Dispute Board Clauses (“Clauses”)—providing respectively for the three DB types. In addition, ICC proposes a model Dispute Board Member Agreement, covering such matters as the DB Member’s undertaking and remuneration, as well as the duration of the agreement.

Appointing authority

Parties using arbitration have a choice between designating an institution, such as ICC, to administer it, or proceeding ad hoc outside an institutional framework.

In ad hoc cases, the arbitration will be administered by the arbitrators themselves. Should problems arise in constituting the arbitral tribunal, the parties may require the assistance of a state court or ICC as appointing authority, if so empowered by an arbitration clause, a subsequent agreement of the parties.

To provide this service, ICC applies a special set of rules. These Rules of ICC as Appointing Authorityhave been in force as of 1 January 2004. They are designed for use in proceedings under UNCITRAL Arbitration Rules and in other ad hoc proceedings.

Appointing the suitable arbitrator

In arbitration, one of the key steps is the constitution of the arbitral tribunal. While this gives the parties the opportunity to designate arbitrators of their choice, special care is required to ensure the independence and competence of the persons chosen, particularly in international proceedings.

ICC can select the suitable arbitrator thanks to its global network. This enables the parties to have their disputes resolved by people who have specialised competence in the relevant field.

Process

Any request for the appointment or the challenge of an arbitrator should be accompanied by a payment to ICC of US$3,000. This payment is not refundable.

If the ICC is designated as appointing authority, the ICC International Court of Arbitration® will be responsible for handling all requests, irrespective of the authority within ICC that is requested to act as appointing authority.

When acting as appointing authority under the UNCITRAL Arbitration Rules, the ICC International Court of Arbitration® will in general continue to use the list-procedure referred to in those rules. However, should the list-procedure prove to be inappropriate in a particular case, the ICC Court may proceed otherwise.

In both UNCITRAL and other ad hoc proceedings, in addition, to making appointments, the ICC International Court of Arbitration® may have other powers, including the power to decide upon challenges of arbitrators, whether or not appointed by ICC.

The Rules of ICC as Appointing Authority entered into force on 1 January 2004. They provide a transparent and cost-effective procedure for enabling parties to benefit from ICC’s expertise and experience in ad hoc arbitration.

SALE AND PURCHASE AGREEMENT

(“AGREEMENT”)

THE SELLER

COMPANY :

REPRESENTED BY :

ADDRESS :

CITY :

COUNTRY :

TELEPHONE : ….....................

TELEFAX : ....................

EMAIL : ….....................

THE BUYER

COMPANY :

REPRESENTED BY :

ADDRESS :

CITY :

COUNTRY :

TELEPHONE : +

EMAIL :

HEREAFTER REFERRED TO AS THE “PARTIES”

WHEREAS THE SELLER, WITH FULL LEGAL AND CORPORATE RESPONSIBILITY HEREBY ASSERTS AND WARRANTS THAT IT HAS IN ITS POSSESSION GOLD NUGGETS WHICH IT WILL SMELT INTO GOLD DORE BARS AVAILABLE FOR SALE AND WILL PROVIDE FORMAL AND LEGAL DOCUMENTS EVIDENCING THE EXISTENCE OF THE COMMODITY AND ITS OWNERSHIP AND HEREBY DECLARES THAT IT IS READY, WILLING AND ABLE TO SELL AND DELIVER TO THE BUYER THE HEREIN MENTIONED GOLD DORE BARS AND IS ABLE TO RECEIVE A LETTER OF CREDIT OR A BANK GUARANTEED CHEQUE OR A CONDITIONAL BLOCKED FUNDS MT760 OR A BANK WIRE TRANSFER ISSUED BY THE BUYER FROM A REPUTED BANK INTO ITS BANK ACCOUNT;

AND WHEREAS THE BUYER, WITH FULL LEGAL AND CORPORATE RESPONSIBILITY, DOES HEREBY ASSERT AND WARRANT THAT IT HAS FUNDS DERIVING FROM LEGAL SOURCES AND FURTHERMORE, DECLARES THAT IT IS ENTITLED, READY, WILLING AND ABLE TO RECEIVE AND PAY FOR THE GOLD DORE BARS IN DUBAI AND THAT THE BUYER HAS THE CAPABILITY TO ARRANGE LETTER OF CREDIT OR A BANK GUARANTEED CHEQUE OR A CONDITIONAL BLOCKED FUNDS MT760 OR A BANK WIRE TRANSFER ISSUED BY A REPUTED BANK TO COVER THIS TRANSACTION.

NOW THEREFORE, IN CONSIDERATION OF THE UNDERTAKINGS OF THE PARTIES HEREIN CONTAINED, THEY HERETO AGREE THAT THE SUBJECT OF THIS CONTRACT IS THE DELIVERY OF UNREFINED GOLD DORE BARS BY THE SELLER TO THE BUYER FOR SALE TO THE BUYER.

ARTICLE 01 – COMMODITY

UNREFINED DORE BARS

ARTICLE 02 - QUALITY OF THE COMMODITY

PURITY 92% OR BETTER

ARTICLE 03 - COUNTRY OF ORIGIN

SIERRA LEONE

ARTICLE 04 – QUANTITY

THE TOTAL QUANTITY OF THE COMMODITY WHICH THE SELLER SHALL DELIVER TO THE BUYER UNDER THIS AGREEMENT IS 12 SHIPMENTS OF 500KG (FIVE HUNDRED KILOGRAMS) EACH. ONCE THE INITIAL TRANSACTION HAS BEEN COMPLETED THE PARTIES MAY FINALIZE A FURTHER CONTRACT.

ARTICLE 05 – PACKING

THE COMMODITY WILL BE SECURELY PACKED IN METAL BOXES SEALED BY CUSTOMS AND LABELED IN ACCORDANCE HEREWITH.

ARTICLE 06 – DELIVERY & NOMINATION OF REFINERY

DELIVERY AIRPORT:

________ INTERNATIONAL AIRPORT IS NOMINATED AS THE BUYER’S DESTINATION AIRPORT.

CHOICE OF REFINERY:

THE BUYER HAS AGREED TO ACCEPT THE ASSAY REPORT ON THE DORE BARS BY THE ___________ REFINERY LOCATED IN …………….. (HEREINAFTER “REFINERY”) AN LBMA ACCREDITED OR A GOVERNMENT LICENSED REFINERY,

THE COMMODITY WILL BE DELIVERED BY THE SELLER TO THE ________ INTERNATIONAL AIRPORT (OR SUCH OTHER LOCAL DESTINATION AS MAY BE DECIDED BY BUYER IN ACCORDANCE HEREWITH) AND THE AIRWAY BILL SHALL BE CONSIGNED IN THE NAME OF THE BUYER AS FOLLOWS:

COMPANY:

ADDRESS:

CITY:

COUNTRY:

ATTENTION:

IMPORT CODE :

TEL: +

ARTICLE 07 – PRICE

1. THE PARTIES AGREE THAT THE PRICE FOR THE COMMODITY SOLD AND PURCHASED UNDER THIS CONTRACT WILL BE CALCULATED, ON THE DAY THE REFINERY RECEIPT IS ISSUED BY THE REFINERY, AT THE LAST AVAILABLE 3 PM FIX OF THE LBMA PRICE EXPRESSED IN USD/KG LESS 2% DISCOUNT APPLIED TO THE GOLD CONTENT OF THE COMMODITY SUPPLIED (HEREINAFTER “LBMA -2%”)

2. THE PRICE PAID BY THE BUYER TO THE SELLER SHALL BE CALCULATED IN ACCORDANCE WITH THE FOLLOWING FORMULA:

LBMA -2% x NET WEIGHT OF THE COMMODITY DELIVERED (IN KG) x ASSAYED PURITY (%WEIGHT OF THE COMMODITY)

3. UPON SIGNING THEIR ACCEPTANCE OF THE FINAL ASSAY REPORT, THE SELLER WILL ISSUE AN INVOICE TO THE BUYER THAT REFLECTS THIS PRICE.

4. THE BUYER IRREVOCABLY CONFIRMS THAT THE GOLD REMAINS THE PROPERTY OF THE SELLER UNTIL PAYMENT HAS BEEN MADE IN FULL TO THE SELLER’S FINANCIAL INSTITUTION BY TRANSFER OR PAYMENT OF THE BANK GUARANTEED CHEQUE TO THE SELLER’S BANK FOR THE FULL AMOUNT DUE UNDER THIS CONTRACT.

5. THE PARTIES AGREE THAT CURRENCY FOR THE PAYMENT OF THE COMMODITY UNDER THIS AGREEMENT WILL BE UNITED STATES DOLLARS.

ARTICLE 08 – ADVANCE PAYMENT

1. THE ADVANCE COSTS, AMOUNTING TO US$ 00000000000 ARE PAYABLE BY THE BUYER IN RESPECT OF PREPARING THE COMMODITY FOR EXPORT – DUTIES, SMELTING, DOCUMENTATION, EXPORT FEES, INSURANCE, SECURITY, TRANSPORT, ETC. THE SELLER WILL DETAIL THE ADVANCE COSTS AND INVOICE THE BUYER FOR THE AMOUNT.

2. THE SELLER WILL ADVANCE TO THE BUYER OR THE AGREED SECURITY COMPANY 38KG (THIRTYEIGHT KILOGRAMS) OF GOLD BARS AS COLLATERAL TO COVER ALL THE ADVANCE COSTS OR ANY OTHER COLLATERAL THAT IS AGREED ON .

3. THE BUYER WILL PAY THE EXPORT COSTS AGAINST THE 38KG (AS STATED IN THE PROFORMA INVOICE ISSUED BY THE LOGISTICS AGENT) TO THE APPOINTED LOGISTICS AGENT AUTHORIZED BY THE SELLER AND AGREED TO BY THE BUYER, WHO WILL APPLY THE ADVANCE RECEIVED TO PAY THE UPFRONT COSTS IN RESPECT OF PREPARING THE 500 KG FOR EXPORT AS DETAILED IN THE INVOICE.

4. THE BUYER WILL INSTRUCT THE APPOINTED SECURITY COMPANY TO COLLECT THE COLLATERAL FROM THE LOGISTICS AGENT ON PAYMENT OF THE ADVANCE COSTS. ON COMPLETION OF THE DOCUMENTATION FOR EXPORT, THE SECURITY COMPANY WILL DELIVER THE 38KG COLLATERAL TOGETHER WITH THE OTHER 462KG, BEING THE BALANCE OF THE 500KG SHIPMENT IN ONE CONTAINER TO EMITRATES AIRLINE FOR SHIPMENT TO THE BUYER’S FINAL DESTINATION. SHOULD COLLATERAL OTHER THAN GOLD BE AGREED ON, THE LOGISTICS AGENT WILL ENSURE THAT ALL RIGHTS TO THE COLLATERAL REST WITH THE BUYER UNTIL THE SHIPMENT HAS BEEN DELIVERED TO THE AGENT AT THE DESTINATION AIRPORT

5. THE TOTAL OF THE ADVANCE COSTS WILL BE DEDUCTED FROM THE PRICE OF THE SHIPMENT REFLECTED IN THE FINAL INVOICE FROM THE SELLER IN THE CASE WHERE THE COLLATERAL IS NOT GOLD THAT THE BUYER HAS RECEIVED.

ARTICLE 09 – DELIVERY

1. THE SELLER SHALL DELIVER THE COMMODITY TO THE ______ INTERNATIONAL AIRPORT OR SUCH OTHER LOCATION AS MAY BE NOMINATED BY THE BUYER IN ACCORDANCE WITH ARTICLE 6.

2. THE SELLER IS RESPONSIBLE FOR ALL THE COSTS OF SMELTING, ASSAY, COST OF EXPORT DOCUMENTATION, INSURANCE, TAXES AND ALL STANDARD EXPORT FEES IMPOSED BY THE GOVERNMENT OF KENYA.

3. THE BUYER IS RESPONSIBLE FOR ALL DUTIES AND TAXES IN THE DESTINATION COUNTRY AND ALL COSTS OF SECURITY, TRANSPORT FROM THE DELIVERY POINT TO THE BUYER’S NOMINATED COUNTRY OF DESTINATION.

4. THE SELLER SHALL ISSUE ITS FINAL COMMERCIAL INVOICE TO THE BUYER BASED ON THE RELEVANT REFINERY ASSAY REPORT IN ACCORDANCE WITH ARTICLE 8.03 ABOVE AND THE BUYER WILL TRANSFER IMMEDIATELY ON RECEIPT OF THE RELEVANT DOCUMENTS THE AGREED PRICE TO THE SELLER’S NOMINATED BANK ACCOUNT WITHIN TWO (2) INTERNATIONAL BANKING DAYS FROM THE DATE OF RECEIPT OF THE SELLER’S COMMERCIAL INVOICE.

ARTICLE 10 – PAYMENT

1. PAYMENT WILL BE MADE BY A LETTER OF CREDIT OR BANK GUARANTEED CHEQUE OR A WIRE TRANSFER OF THE FULL OUTSTANDING BALANCE ON THE SELLER’S INVOICE LESS THE ADVANCE COSTS BY THE BUYER’S BANK AFTER SIGNATURE BY BOTH PARTIES ON THE ASSAY REPORT BY THE REFINERY AND FOLLOWING RECEIPT OF THE SELLER’S FINAL COMMERCIAL INVOICE. SELLER SHALL DEPOSIT ALL SHIPMENT DOCUMENTS (INCLUDING THE REFINERY RECEIPT) WITH THE BANK AND THE BANK SHALL BE INSTRUCTED TO HAND OVER THESE DOCUMENTS TO BUYER ONCE TRANSFER OF FUNDS HAS BEEN MADE.

2. PAYMENT SHALL BE MADE WITHIN 2 (TWO) INTERNATIONAL BANKING DAYS FROM THE DATE OF RECEIPT OF THE SELLER’S COMMERCIAL INVOICE.

3. REFERENCED FUNDS IN THIS AGREEMENT ARE UNITED STATES DOLLARS CURRENCY.

ARTICLE 11 – DOCUMENTS

A FULL SET OF THE FOLLOWING DOCUMENTS WILL BE PRESENTED ON DELIVERY IN 1 ORIGINAL AND 3 COPIES:

✦ PRO FORMA INVOICES ADDRESSED TO THE BUYER

✦ CERTIFICATE OF ORIGIN

✦ CERTIFICATE OF OWNERSHIP

✦ COPY OF PASSPORT OF SELLER AND REPRESENTATIVES

✦ CUSTOM DECLARATION FORM(S) (SUPPLIED BY THE BUYER, IF APPLICABLE)

✦ ORIGINAL COPY OF THE AIR WAYBILL - FULL SET AIR WAYBILL, MARKED "AIR FREIGHT PRE-PAID" WITH FLIGHT NUMBER & DATE OF ARRIVAL (ONLY IF APPROPRIATE

✦ PACKING LIST STATING GROSS WEIGHT AND NET WEIGHT

✦ SUCH OTHER DOCUMENTS WHICH THE BUYER’S CUSTOMS BROKER MAY REQUIRE

ARTICLE 12 - PROCEDURES

1. ALL PARTIES, INCLUDING THEIR RESPECTIVE INTERMEDIARIES, WILL SIGN THE NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT ATTACHED AS ANNEX “A” TO THIS AGREEMENT.

2. THE SELLER ISSUES THIS AGREEMENT IN FAVOUR OF THE BUYER FOR APPROVAL AND SIGNATURE.

3. THE BUYER WILL SIGN AND SEAL / STAMP THIS AGREEMENT AND SEND IT TO THE SELLER WHO WILL, IN TURN, DISCLOSE HIS BANKING DETAILS, SIGN AND SEAL / STAMP THE AGREEMENT AND RETURN IT TO THE BUYER BY EMAIL.

4. THE PARTIES EXCHANGE TWO HARD COPIES DULY SIGNED TOGETHER WITH THE RELEVANT PROOF OF THE AUTHORITY OF THEIR RESPECTIVE REPRESENTATIVES TO SIGN THIS AGREEMENT ON THEIR BEHALF.

5. THE SELLER SHALL DELIVER THE COMMODITY TO THE BUYER AT THE ________ INTERNATIONAL AIRPORT WITHIN 14 (FOURTEEN) DAYS OF THE DATE OF THE LAST SIGNATURE ON THIS AGREEMENT.

6. THE SELLER WILL ISSUE AN INVOICE TO THE BUYER IN THE AMOUNT AS DESCRIBED IN ARTICLE 8 CALCULATED ON THE CONTAINED GOLD STATED IN THE REFINERY REPORT.

7. PAYMENT OF THE AGREED PRICE SHALL BE EXECUTED TO THE SELLER WITHIN 48 HOURS (TWO BANKING DAYS) AFTER RECEIPT BY THE BUYER’S BANK OF THE SELLER’S FINAL INVOICE.

ARTICLE 13 – NOTICES

ANY AND ALL NOTICES REQUIRED TO BE GIVEN BY ONE PARTY TO THE OTHER PARTY TO THIS AGREEMENT SHALL BE IN WRITING AND BY POSTING THE SAME BY CERTIFIED/RECORDED POST AT THE ADDRESS OR ADDRESSES AS STATED HEREIN AND COPIED BY FACSIMILE OR EMAIL, DIRECTLY TO THE PARTIES REFERENCED HEREIN FOR NOTIFICATION.

SELLER’S EMAIL :

BUYER’S EMAIL:

ARTICLE 14 – REFERENCE

EACH SHIPMENT AND DELIVERY SHALL BE IDENTIFIED WITH ALL APPROPRIATE CONTRACT REFERENCE CODES AND NUMBERS. EACH SHIPMENT WILL BE ACCOMPANIED BY THE DOCUMENTS SPECIFIED IN ARTICLE 11.

ARTICLE 15 - TITLE TO COMMODITY

THE TITLE TO THE COMMODITY SHALL PASS FROM THE SELLER TO THE BUYER ONLY AFTER THE BUYER HAS PAID IN FULL FOR THE AMOUNT STATED ON THE INVOICE INTO THE SELLER’S NOMINATED BANK ACCOUNT. AND THE BANK HAS PROVIDED PROOF OF SAID BANK TRANSFER.

ARTICLE 16 - CLEAR TITLE

THE SELLER CONFIRMS AND WARRANTS THAT THE TITLE OF THE COMMODITY TO BE SOLD HEREIN WILL BE FREE AND CLEAR OF ANY AND ALL LIENS AND/OR ENCUMBRANCES AND SELLER STATES THAT THE COMMODITY IS NOT OF TERRORIST NOR OF CRIMINAL ORIGIN.

ARTICLE 17 - APPLICABLE LAW AND JURISDICTION

1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF ENGLAND AND WALES.

2. ANY DISPUTES ARISING OUT OF, OR IN CONTEXT WITH THIS AGREEMENT OR RELATED TO ANY AGREEMENT CONCLUDED AS A RESULT OF THIS AGREEMENT SHALL BE SETTLED BY ARBITRATION IN LONDON, UNITED KINGDOM. THE SEAT OF THE ARBITRATION TRIBUNAL SHALL BE UNDER THE RULE OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE COURT OF ARBITRATION, AND THE ENGLISH LANGUAGE SHALL BE THE LANGUAGE OF THE CONTRACT AND PROCEEDINGS. ANY ARBITRAL JUDGMENT SHALL BE FINAL AND BINDING

ARTICLE 18 - JOINT DECLARATION

THE PARTIES TO THIS AGREEMENT EACH DECLARE UNTO ONE ANOTHER THAT THE COMMODITY OFFERED HEREIN FOR SALE, AND THE ORIGIN OF THE FUNDS USED FOR ITS PURCHASE ARE IN NO WAY ASSOCIATED WITH OR DERIVED FROM ANY ILLEGAL OR CRIMINAL ACTIVITY AND ACCORDINGLY EACH PARTY TO THIS AGREEMENT INDEMNIFIES THE OTHER PARTY AGAINST ANY SUCH ALLEGATIONS WHICH MAY BE MADE IN THE FUTURE.

ARTICLE 19 - FACSIMILE COPIES

THIS AGREEMENT SHALL BE ACCEPTED TO BE LEGAL AND BINDING BY ALL PARTIES IF EXECUTED AND SENT BY FAX AND/OR EMAIL DIRECT TO THE PARTIES CONCERNED AT THE NUMBERS OR ADDRESSES CONTAINED WITHIN THIS AGREEMENT.

ARTICLE 20 - BINDING AUTHORITY

THIS AGREEMENT IS BINDING UPON THE PARTIES HERETO, THEIR ASSIGNS AND SUCCESSORS AND IS SIGNED WITH FULL AUTHORITY TO ACT.

ARTICLE 21 – BANKING DETAILS

SELLER’S BANK DETAILS:

Bank Name

Account Name

Branch

Account No

SWIFT

Phone Number

Email Address

BUYER’S BANK DETAILS:

Bank Name

Account Name

Address

Account No

SWIFT

Phone Number

Email Address

ARTICLE 22 - BREACH OF CONTRACT AND TERMINATION NOTICE

1. IF ANY PARTY TO THIS AGREEMENT SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR THE BUYER, SUCH CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE AGREEMENT AND SHALL AT THE OPTION OF THE BUYER OR THE SELLER, CONSTITUTE VALID REASON TO TERMINATE THIS AGREEMENT. THE INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS IN THIS TRANSACTION BY THE INJURED PARTY.

2. IF EITHER PARTY BREACHES A MATERIAL TERM OF THIS AGREEMENT AND FAILS TO RECTIFY SUCH BREACH ON SEVEN DAYS WRITTEN NOTICE SO TO DO, THE OTHER PARTY MAY TERMINATE THIS AGREEMENT FORTHWITH WITHOUT FURTHER NOTICE AND WITHOUT PREJUDICE TO SUCH RIGHTS AS MAY ALREADY HAVE ACCRUED.

ARTICLE 23 - TOTAL AGREEMENT

THIS AGREEMENT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO CHANGES, ALTERATIONS OR SUBSTITUTIONS SHALL BE PERMITTED UNLESS THE SAME SHALL BE NOTIFIED IN WRITING AND SIGNED BY BOTH PARTIES.

ARTICLE 24 - SPECIAL PROVISIONS

IN THE EVENT SELLER DOESN’T SEND A REPRESENTATIVE TO ACCOMPANY THE COMMODITY, THE SELLER SHALL PROVIDE THE BUYER WITH A LETTER OF AUTHORIZATION TO OPEN THE CRATES IN THE PRESENCE OF A CUSTOMS OFFICIAL FOR VERIFICATION PURPOSES.

ARTICLE 25 - EXECUTION OF THIS AGREEMENT

THE TERMS OF THIS AGREEMENT SHALL BE CONFIRMED AND SIGNED BY THE BUYER AND SELLER VIA FACSIMILE OR EMAIL. SAID EXECUTED FACSIMILE OR EMAIL SHALL BE BINDING AND INITIATES AND CONCLUDES THE LEGAL LIABILITIES BETWEEN BUYER AND SELLER OF THIS ONE YEAR AGREEMENT. BY SIGNING BELOW, THE PARTIES ABIDE BY THEIR CORPORATE AND LEGAL RESPONSIBILITY.

SIGNATURE

THE BUYER:

______________________________________

FOR AND ON BEHALF OF: ______________________________________

SIGNATURE

THE SELLER:

FOR AND ON BEHALF OF: