Sales and Purchase Agreement (SPA) for AU Metal
This SPA is made and entered into an execution on this ……………………… by and between the following
Parties:
Transaction code:
Seller Code:
Buyer Code:
“SELLER”
Company Name :
Seller’s Name : MR. PHITCHAPHIPHAT SRITRAKULRAK
Passport Number : AC 5092105
Nationality : THAI
Seller’s Address :
Telephone Number :
Facsimile Number : N/A
Email Address :
Hereinafter referred to as the “SELLER”
AND
“BUYER”
Company’s name :
Buyer’s Name :
Passport Number :
Nationality :
Buyer’s Address :
Telephone Number :
Facsimile Number :
Email Address :
Hereinafter referred as the “BUYER”
WHEREAS, The Seller has the full authority, and legal right to sell this precious AU Metal known as off
market and enters into this Sales and Purchase Agreement (SPA) for AU Metal under the Transaction
Code: XXXXXXXXXXXXXXXXX
WHEREAS, The Buyer confirms with full corporate authority and legal responsibility, that the Buyer is
Ready, Willing and Able (RWA) to purchase the said commodity by USD/EURO which is good, clean,
clear, authenticated as genuine, unencumbered and non- criminal origin.
NOW THEREFORE, In consideration of the mutual interests and covenants, both parties hereby confirm
Seller’s Signature Page 1 of 23 Buyer’s Signature
AU.400Kgs
with full corporate and legal responsibility, under penalty of perjury, and unconditionally agree on the
following terms and conditions stipulated hereunder:
1. TERMS & CONDITIONS
Commodity : AU Metal Gold in Bar Form
Size : 1Kg/Bar
Age : Less than 5 years
Quantity : ……. MT with rolls and extensions
Hallmark : Internationally Acceptable
Purity : 999.5/1000 fineness or better
Price : The Second Fixing LBMA
Discount/Commission : …% +…%
Delivery : CIF DUBAI
First lift : ….MT (…..MT in the first day and )
: See the delivery schedule attached
Transaction Currency : USD
Payment : By Swift MT103 (The buyer will make the payment by MT103 to the
designated bank account of the seller as per the commercial invoice)
The buyer shall make the payment within 24 hours of product realization in Dubai
2. DOCUMENTATION
1. Certificate of Purity
2. Commercial Invoice
3. Certificate of Ownership
4. Certificate of Origin
5. Taxes Clearance
6. Customs Clearance
7. Export Documents
8. Packing List
3. PROCEDURES
3.1. The Buyer and seller Sign the original contract, or sign Contract electronically. This contract will
be made in 4 sets, 2 sets for the seller, 2 sets for the buyer, both must be delivered Bank Officer,
1 set per side, another 1 set for the seller and buyer, holding 1 set each to control the contract.
3.2. Within Five (05) days, after the SPA signing date, the Buyer shall provide his Proof of Funds
(POF): the amount of USD xxxxxxxxxx (United States Dollars xxxxxxxxxx only) and
a Bank Comfort Letter (BCL), issued by xxxxx Bank Address xxxxx, with the amount of USD xxxxxxxxxx
(United States Dollars Four Hundred Million only) with a Letter of Authorization for the Seller to verify of
the said Funds. After positive verification and acceptance of the Buyer’s Proof of Funds, Buyer’s Bank
shall swift the confirmation of Funds by the system of Bank-to-Bank Basis and this Bank Confirmation
must be accepted by Seller’s Bank. Then the Buyer shall send a copy of Bank Confirmation to Seller as
the evidence. This Fund shall be Bank Guarantee for period the 15 days
Seller’s Signature Page 2 of 23 Buyer’s Signature
AU.400Kgs
under the Transaction Code: XXXXXXXXXXXXXXXXX
Thereafter, the Seller’s Bank shall issue the Performance Bond (PB) 2% of the Buyer’s POF to the
Buyer’s Bank the Funds in the same day. The Proof of Funds process until Bank confirmation of
Funds by the system of Bank-to-Bank Basis shall be completed in 15 days, otherwise, this SPA
shall be automatically rendered null and void without any written notification.
3.3 Within Three (03) days, Seller shall invite Buyer or Buyer’s authorized representatives for Physical
Inspection of the AU Metal and see a copy of Certificate of Purity, and a Copy of Certificate of
Ownership at the Seller’s designated place in Bangkok.
3.4 After the Physical Inspection completed, Buyer shall book aircraft with necessary insurance for the
consignment to lift the gold from Bangkok to Dubai International airport. The seller shall provide
necessary documents and arrangements to export the gold to the buyer’s destination. (Dubai
International Airport). Up on arrival of the shipment the buyer shall clear the consignment from Dubai
customs department and the Trans guard will transport and deliver the gold to the buyer’s refinery for
smelting, testing etc. and will initiate the payment within within 24 hours of product realization in Dubai
3.5 The buyer shall make the payment within 24 hours of product realization in Dubai
The buyer shall conduct the refinery assay for verifying the purity of the Au
metal gold. The final refinery assay report should be accepted by Seller and the Buyer.
3.6 The inland transportation shall be the responsibility of Seller with full security measures. The Buyer shall be
responsible to provide information of the Cargo Airplane and crews with the location map of delivery to
Seller to prepare all necessary permissions for landing and departing before the AU are delivered.
3.7 Up on receipt of the sales proceeds in to sellers designated bank account the seller shall hand over the
physical gold as well as the ownership certificate to the buyer.
3.8 For further delivery of the subsequent lifts will be made the same as above mentioned, volume and
frequency of lifts are to follow the agreed schedule of both sides until the commodity exhausted within
1 year.
4. NON-CIRCUMVENT & NON-DISCLOSURE
Seller and Buyer accept and agree to the provisions of the International Chamber of Commerce,
Geneva, Switzerland, for no circumvent and non-disclosure, with regard to all and every one of the
Third-Party assignments with full reciprocation for period of 5 (five) years from the last performance
of delivery
5. BANKING COORDINATES
Seller’s Signature Page 3 of 23 Buyer’s Signature
AU.400Kgs
Seller’s Banking Detail and Buyer’s Banking Detail, Appendix A
Only the authorized coordinators of both parties shall be in connection with each other. If it appears
that any unauthorized person or third party has tried to contact with any bank officer heren, this
agreement shall be terminated automatically without prior written notice.
6. BANKING PROCEDURES
The Banking communications shall be restricted between both parties’ bank officers and shall follow
the banking protocol below:
6.1 All communications and correspondences between representatives of both parties including
information or reports shall be all in writing.
6.2 During the Buyer’s POF verification process, the Seller’s bank officer shall be able to request any
other information in relevant to the Buyer’s POF as considered necessary, and Buyer’s bank
officer shall in any case respond with such requested information in a timely manner.
6.3 The confirmation of the Buyer’s POF shall be all in writing and be acceptable to the Seller’s bank
officer and the Seller’s bank officer acceptance shall also be responded in writing.
6.4 Until and unless the Buyer’s POF has been positively verified and accepted by the Seller’s bank
officer, there shall not be any information in exchange between both parties’ bank officer.
6.5 The Buyer’s Proof of Funds shall be positively verified and accepted that the Funds indicated in
the POF provided are genuine and existing, and sufficient to purchase the AU as stipulated in
the agreement and that complies to the ICC 500/600.
6.6 On the banking communications any of the unauthorized persons shall not be allowed to involve
in any case. Any unauthorized attempt to contact bank officer in any case shall terminate this
agreement automatically and the agreement shall be rendered null and void immediately
without written notice.
7. TIME LIMITATION
It is understood that within 15 days after signing this Agreement, the Buyer’s Bank is obliged to
provide the Seller the Proof of Funds for verification and authentication. Should the Buyer or his
Bank fail to provide the Proof of Funds as stipulated in clause 3.2 within these 15 days, this
Agreement will be automatically rendered null and void, without any written notification. It is
reiterated that, the Buyer shall provide his Proof of Funds within an appropriate timing, so that the
Seller and his Bank would be able to complete verifying the Buyer’s POF in a timely manner as agreed,
otherwise it is required to extend the SPA for another 15days in writing to the Seller in Three
(03) days before expiry period. Should there be any cost it shall be borne by the Buyer.
8. ARBITRATIONS AND APPLICABLE LAW
It is agreed that the language of this SPA is in English. It is further agreed that any controversy, claim
and/or dispute arising out and/or relating to any part or the whole of this agreement or breach
thereof and which cannot be settled between the signatories themselves, shall be settled by and
through binding arbitration in accordance with the rules of the ICC International Chamber of
Commerce. Any decision and/or award made by the arbitrators shall be final, conclusive and binding
on the Parties and enforceable law in the country of choice of an award by the arbitrators. In the
event of dispute, the Thai law shall be applied. The Arbitration shall be conducted in Thailand and
the Court Arbitration shall be in Bangkok Thailand.
Seller’s Signature Page 4 of 23 Buyer’s Signature
AU.400Kgs
9. FORCE MAJEURE
“No Party shall be liable for any failure to perform its obligations where such failure is as a result of
Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion,
revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization,
government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of
electricity [or telephone service] in such circumstances. Any Party asserting Force Majeure as an excuse
shall have the burden of proving that reasonable steps were taken (under the circumstances) to
minimize delay or damages caused by foreseeable events, that all non-excused obligations were
substantially fulfilled, and that the other Party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent precautions could be
contemplated.”
10. NOTWITHSTANDING CLAUSE
Notwithstanding all the articles mentioned in this agreement, the Buyer shall make full and
immediate payment simultaneously to Seller upon transfer of Ownership of Seller’s AU to Buyer. It
is agreed between the parties that the Seller’s heir, trustees and all intermediaries are exonerated
and held harmless from any claims or liabilities of any nature that may arise from this transaction.
11. ADDENDUMS AND ANNEXES
This Agreement Addendums shall form a part of this Agreement together with any future
addendums and annexes which have been duly signed by the two main signatories of this
agreement.
12. ALTERATION OF AGREEMENT
Any changes alteration or substitutions shall not be permitted unless the same shall be notified and
in writing and signed by both signatories. Such alteration may be sent to the other party via fax or
email and shall be binding and concluded with legal liabilities between the two signatories (Seller
and Buyer) of this Agreement.
13. OTHER CONDITIONS
Both parties agreed to follow the Instruction described in the procedure of this SPA. If there is a
change by any parties, the meeting must be held and both sides must acknowledge the alteration
and mutually sign in this Contract.
IN WITNESS WHEREOF:
The Undersigned have read this document carefully and thoroughly and have initialed all pages of this
Sales and Purchase Agreement for AU (Gold) including Addendums, and fully understand of all terms
and conditions contained herein, and agree that its execution constitutes an acceptance of all of its
mutually protective covenants, terms and conditions, and is lawfully binding upon Buyer and Seller, their
mandates and their legal heirs, successors, representatives and assignees.
Seller’s Signature Page 5 of 23 Buyer’s Signature
AU.400Kgs
SIGNATORIES BELOW ARE BOTH PERSONAL AND CORPORATE LIABILITIES
Seller
Name
Signature
Co-Seller 1
Name
Signature
Co-Seller 2
Name
Signature
Seller’s Witness NO.1
Name
Signature
Seller’s Witness NO.2
Name
Signature
Seller’s Witness NO.3
Name
Signature
Seller’s Signature Page 7 of 23 Buyer’s Signature
AU.400Kgs
Buyer
Name
Signature
Co-Buyer
Name
Signature
Buyers Witness. 1
Name
Signature
Buyers Witness. 2
Name
Signature
Buyer’s Witness 3
Name
Signature
Seller’s Signature Page 8 of 23 Buyer’s Signature
AU.400Kgs
Appendix A
Seller’s Banking Details
Bank Name
Bank Address
Account No.
Account Name
Swift Code
Bank Officer
Bank Officer Title
Bank Telephone
Bank Fax
Bank Officer Email
Buyer’s Banking Details
Bank Name
Bank Address
IBAN/Account No.
Account Name
Swift Code
Bank Officer
Bank Officer Title
Bank Officer Telephone
Bank Fax
Bank Officer Email
The buyer may change the payment bank in future with prior notice to the seller
Seller’s Signature Page 9 of 23 Buyer’s Signature
AU.400Kgs
THE DELIVERY SCHEDULE OF AU METAL IN BAR FORM …..MT
No. MONTH QTY. IN MT REMARKS
1 Weekly … MT (First tranche of …MT will be
lifted in two shipments of …MT & …MT
each)
2
10
11
12
TOTAL … MT.
Remarks: This Delivery Schedule is subject to mutual consent by both parties.
Seller’s Signature Page 10 of 23 Buyer’s Signature
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PASSPORT COPY OF SELLER
Seller’s Signature Page 11 of 23 Buyer’s Signature
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PASSPORT’S COPY OF CO SELLER No. 1
Seller’s Signature Page 12 of 23 Buyer’s Signature
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PASSPORT COPY OF THE SELLER’S WITNESS NO.1
Seller’s Signature Page 13 of 23 Buyer’s Signature
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PASSPORT COPY OF THE SELLER’S WITNESS NO.2
Seller’s Signature Page 14 of 23 Buyer’s Signature
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PASSPORT COPY OF THE SELLER’S WITNESS NO.3
Seller’s Signature Page 15 of 23 Buyer’s Signature
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PASSPORT COPY OF THE BUYER
()
Seller’s Signature Page 16 of 23 Buyer’s Signature
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PASSPORT COPY OF THE CO BUYER
Seller’s Signature Page 17 of 23 Buyer’s Signature
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PASSPORT COPY OF THE BUYER’S WITNESS NO.1
Seller’s Signature Page 18 of 23 Buyer’s Signature
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PASSPORT COPY OF THE BUYER’S WITNESS NO.2
Seller’s Signature Page 19 of 23 Buyer’s Signature
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PASSPORT COPY OF THE BUYER WITNESS NO.3
Seller’s Signature Page 20 of 23 Buyer’s Signature
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