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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

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:

Gold Legal Expert_Formation of Consent in the Contracts_Contracts_Smart Contracts_ Resolution of Disputes_according the rules and regulations of ICC.-

Cavalieri lawyers & accountants josec@joseluiscavalieri.com

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