SALES & PURCHASE AGREEMENT SALES & PURCHASE AGREEMENT ( V.1.4 V.1.4) CONTRACT NUMBER: SHPL/XXXX/XX/0809/A CONTRACT NUMBER: SHPL/XXXX/XX/0809/AU .XX .XX SALE AND PURCHASE AGREEMENT FOR GOLD DUST TRANSACTION CODE: Au/XXXX/0809/XX-XXX/12 SELLER’S CODE: BUYERS CODE: DATE: September 2009 THIS CONTRACT is entered into on this: ___ day of September, in the year 2009 BETWEEN SELLER. TEL: + FAX: + Email: Represented by: (Hereinafter referred to as the SELLER) AND XXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXX XXXXXXXXXXXX XXXXXXXXXXXX XXXXXXXXXXXX Represented by: Mr/Mrs. XXXXXXXXXXXXXXXXXXXXX (Hereinafter referred to as the BUYER) VALIDITY OF CONTRACT This contract must be signed and filled out in full by both Buyer and Seller to validate this contract. Due to the gold price fluctuations the validity shall end by negotiation. WHEREAS The parties above wish to enter into a business transaction for their mutual benefit and have agreed to enter into this agreement to establish the basic terms, conditions and mutual covenants upon which they wish to transact this sale/purchase contract and in consideration of which the parties hereto agree as follows: Seller’s Initials Buyer’s Initials 1
TRANSACTION CODE: Au/XXXX/0809/XX-XXX/12SELLER’S CODE: BUYERS CODE:DATE: September 2009
THIS CONTRACT is entered into on this: ___ day of September, in the year 2009
BETWEEN
SELLER.TEL: + FAX: +
Email:
Represented by: (Hereinafter referred to as the SELLER)
AND
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Represented by: Mr/Mrs. XXXXXXXXXXXXXXXXXXXXX(Hereinafter referred to as the BUYER)
VALIDITY OF CONTRACT This contract must be signed and filled out in full by both Buyer and Seller to validate this contract. Due to the gold price fluctuations the validity shall end by negotiation.
WHEREASThe parties above wish to enter into a business transaction for their mutual benefit and have agreed to enter into this agreement to establish the basic terms, conditions and mutual covenants upon which they wish to transact this sale/purchase contract and in consideration of which the parties hereto agree as follows:
1. DEFINITION, TERMS AND CONDITIONS IN GENERAL
1.1 Agreement - shall mean this Agreement.
1.2 Hours - mean banking hours.
1.3 Commodity - always means AU metal 92% or better Gold Dust.
1.4 Parties - mean Buyers and Seller.
1.5 Banking day - means a day when banks are opened for business in the cities in which the Buyer and the Seller are located.
1.6 All prices and dollar amounts referred to shall mean United States Dollars.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XX1.7 L.B.M.A - means London Bullion Market Association.
1.8 Kg - means kilogram and Kgs means kilograms.
1.9 Payment method bank to bank payment after final assay report was issued to buyer and seller.
1.10 Price – means L.B.M.A. 2nd fixing on day of Assay
1.11 Final Assay – means the final agreed Assay Report from the refinery at the delivery destination.
1.12 Confidential Information shall include, but shall not be limited in its interpretation to, all documentation, bank procedures and detail, this Agreement, secret knowledge, know-how, information of whatever description owned by the Proprietor and disclosed to the Covenanter;
1.13 Representatives means in relation to the Covenanter, directors, officers, employees, consultants, agents, contractors or advisors of the Covenanter as well as its subsidiaries and their respective representatives;
2. REPRESENTATIONS AND WARRANTIES
2.1 The Seller acting with full corporate authority and legal responsibility hereby declares that he has full title and possession of Au metal (gold) offered under this contract, that it is of non-criminal origin, and with no liens and/or encumbrances attached.
2.1.1 The Seller will not issue any bank to bank or any other method of Proof of Product (POP) to the Buyer nor will a Performance Bond (PB) be issued by the Seller. In the unlikely event of non-performance on the part of the Seller the provision is made in Clause 4.2 of this Agreement to reimburse the costs of the Buyer in raising a Financial Instrument through his bank.
2.2 The Buyer acting with full corporate authority and legal responsibility hereby represents and warrants that he has the financial capability and legal standing to make this purchase.
2.3 The Seller and Buyer hereby represent and warrant to one another that the AU commodity offered herein for sale, and the origin of the funds used for purchasing the said AU commodity, does NOT contravene the Drug Trafficking Offences Act 1986, The Criminal Act 1988, The Prevention of Terrorism (Temporary Provisions) Act 1989, The Criminal Justice (International Co-operation) Act 1990, The Criminal Justice Act 1993, and the Money Laundering Regulations 1993, The Patriot Act 2001, nor do they emanate from any other illegal or criminal activity whatsoever. Accordingly, each party to this Agreement indemnifies the other against any such allegations which may or may not be made in respect of them in the future.
3. COMMODITY 3.1 Aurum Utalium in the form of gold dust with a gold content of 90% or better with an average purity of
92% or higher.
3.1.1 Quality Gold Dust Material to be essentially clean and securely packed for international transport, each parcel to state gross / net weights in kilograms. Material shown to contain less than 80% gold upon preliminary testing prior to refining may be rejected at Buyer's discretion.
3.2 Gold Dust material of lower grade than 92% in clause 3.1 the Buyer shall pay a reduction of price of 0, 50% per every 1% of lower grade material down to the rejection grade of 80%.
3.3 Quantity to comprise of XX Kgs, (XXXXXX kilograms) trial tranche and thereafter monthly deliveries of up to XXX Kgs (XXXXXXXXXXX kilograms), but according to availability and Seller’s choice, for twelve consecutive calendar months with rolls and extensions by mutual agreement for further one-year periods up to five years. Quantity per month will be advised and confirmed as well prior to commencement of the SPAC.
3.4 Price: Shipment will be priced at US$23,300.00 (Twenty-Three Thousand and Three Hundred United States Dollars) per kilogram on the day of signing this Agreement. This Price shall be known as the
“Start Price “ plus 3% (three percent) commissions of the selling price to be paid by the Buyer to the Buyer’s Agent/s. Seller pays Seller’s Agent/s.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XX3.5 Price Variation: The Price as stated per kilogram in clause 3.4 above shall alter on a pro rata ratio,
upwards or downwards if the LBMA price on the day of Assay of each shipment has moved more than five (5%) percent upwards or downwards from the “Start Price”.
3.5.1 Where such Final Price per kilogram shall at all times maintain the initial proportional relationship between the stated “Start Price” and current L.M.B.A. fixing at the date of Agreement signing. This proportional value shall be regarded as fixed and firm by the parties and the parties further agree that only where the L.M.B.A. fixing price fluctuates be +/- 5% (Five per centum) or more shall the unit sale price be amended to reflect this. Commissions will be paid out accordingly as stated in 3.4, if applicable.
4 DELIVERY
4.1 CIF to XXXX (named airport) Airport, XXXXXXXXXX (Country) Incoterms 2000, to be advised on each shipment and consigned to such Parties as advised by the Buyer prior to shipment. The Seller is to notify the Buyer by telefax / email of booked airline carrier and flight number together with estimated time of arrival, no later than two London working days prior to shipment. Upon shipment, but no later than one day afterwards, the following documents shall be faxed to the Buyer:
Two original ProForma Commercial Invoices in favour of Buyer MARKED ‘Valuable Dust’
Assay report of product done in Country of shipping (if applicable)
Packing list giving number of boxes with gross weight / net weight in each case also MARKED ‘Valuable dust’
Copy of the Air Waybill evidencing material dispatched to Buyer MARKED ‘Valuable dust’
EURO 1 Certificate (if for European Delivery)
Certificate of origin
Certificate of Ownership
4.2 BUYERS PROTECTION IN EVENT OF DEFAULT BY SELLER
In the event that:
4.2.1 The Seller defaults on delivery of the goods, and is in breach of Clause 5.3 and clause 5.3.1 of this agreement, by failing to deliver the Gold Dust to the Buyer’s nominated airport within ten (10) banking days after receipt of the SBLC per “Annexure 1”,
4.2.2 The Buyer shall have the right of recourse against the Seller to sue for all costs that the buyer may have incurred in raising the financial Instrument per Clause 4.1 as well as all costs incurred by the buyer for travelling from domicile to refinery to attend the Assay tests as well as any directly related accommodation or other reasonable costs pertaining to the purchase of the said goods from the Seller, subject only to the production of valid proof of expenses - which shall not be contested by the seller.
4.3 All charges, fees, taxes including value added tax and/or withholding tax relating to the export of AU metal imposed by the authorities for the export are paid by the Seller.
4.4 The Seller shall likewise be responsible for all transport, security and full insurance costs up to the Customs Office at the destination airport, e.g.; All cost incurred in country of origin shall be for the Seller’s account
4.4.1 The Buyer shall accept all charges in the country of destination for security, customs clearances, value added tax (VAT), deposits, security transport and insurance cover from arrival at nominated International Airport and including up to nominated refinery and until payment is effected by Buyer, e.g.; all costs incurred in country of origin shall be for the Buyer’s account.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XX5.1 Payment for the delivery of the trial tranche shall be secured by a Standby Letter of Credit made out to
the value of: US$XXXX (XXXXXXXXXXXXX United States Dollars and nil cents). The Telegraphic Transfer (TT) Swift shall be effected within 2 (Two) banking days after final Assay report. The SBLC shall be drawn upon by the Seller within 3 (three) banking days of the Refinery’s final Assay report being issued subject to the TT payment being breached. Part of the payment condition shall be the presentation of the Airway Bill and Refining Assay Report. A reduced pro rata payment shall be based on the calculated purity of the product, if below 92% as per clause 3.2.
5.2 Payment shall be in US currency (Unites States Dollars)
5.3 Proper performance of and due payment for all subsequent deliveries shall likewise be secured by the issuing of an irrevocable Standby Letter of Credit (SBLC), BG OR an Irrevocable, Non- Transferable Letter of Credit by the Buyer (LC).
5.4 Banking Co-ordinates
Seller’s Bank Account:
Buyer’s Bank Account:
5.5 All commissions and Fees if applicable, due to facilitators or intermediaries shall be paid to the parties by the Seller and Buyer in terms of the IMFPA incorporated in this contract.
6. PROCEDURE
6.1 Contract to be completed with all Buyers details and returned to the Seller for his signature and completion thereof. The fully signed document will then be returned to the Buyer.
6.2 The Seller will not under any circumstances accept a payment or guarantee for payment from the Refinery of the Buyer. Only Buyers Financial Instrument/s will be accepted for payments of goods delivered to a Refinery.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XX6.3 Buyers bank to swift the Standby Letter of Credit to the Sellers bank as per format agreed and as
attached hereto under “Annexure 1” no later than 5 (Five) banking days after signing of this Agreement.
6.3.1 If Buyer fails to raise a Financial Instrument in the allotted time then a penalty of 3% of the capital value of each shipment shall be payable to the Seller.
6.3.2 The issuing bank of the Financial Instrument shall be a “Top 50” bank and if not then a bank falling within the “Top 50” level is to be used as the Confirming Bank.
6.4 Not later than 10 banking days after contract execution and receipt of the bank instrument from the Buyer, the Seller will:
6.4.1 Effect delivery of the trial consignment of trial consignment of Gold Dust to the nominated airport
destination for transfer to Buyer’s designated refinery for assay.
6.5 Upon completion of the assay process in each and every case, the Refinery provides Seller and Buyer with a signed copy of refinery outturn assay report which is binding on both sides.
6.6 Seller presents the Buyer with the documents listed in clause 4.1
6.7 Payment to the Seller’s account is effected by a SWIFT TT with a SBCL in place, paying no later then two (2) banking day or 24 hrs after Outturn Assay Report issued.
6.8 Upon successful completion and payment of the trial consignment (if applicable), the regular monthly deliveries of XXXX Kgs (XXXXXXXXX kilograms) or more of Au metal in the form of Gold Dust shall commence in accordance with the practices and procedures laid down in Clause 4 and Clauses 6.1 to 6.3.
7. TITLE
The Goods shall remain the property of the Seller until full payment has been made following the final Assay by Buyer’s nominated refinery, at which point title shall pass to the Buyer after confirmation of payment honoured.
8 SECURITY CODES
The Buyer’s and Seller’s codes, as well as the transaction code declared in this contract shall be quoted by the Buyer, the Seller, their mandatory’s, agents, banks or other authorised representatives in any and all correspondence and speech as maybe required for the life of this contract.
9 ADDENDUMS TO CONTRACT
It is fully agreed by both parties that any Addendum(s) attached to this contract are an inseparable and integral part of this sale/purchase contract and both parties irrevocably undertake to instruct all appropriate banks, refineries and/or any other parties to whom they may refer to comply with them in full.
10. TRANSACTION COSTS
Buyer and Seller shall be responsible for their own taxes, imposts, levies, duties, bank fees, charges, encumbrances and other institutional costs that may be incurred related to the transaction herein in the execution of their respective duties and obligations save as otherwise agreed and specifically referred to in the special conditions attached hereto.
11. FORCE MAJEURE
Force majeure is defined as an unforeseen occurrence, or "Act of God" over which the Parties have no reasonable control and which may delay or prevent in total or in part the proper execution of this contract. Under such conditions, neither of the contracting parties can be held to be in breach of contract, and the Party so delayed or prevented from performing shall be under no liability for loss or
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XXinjury suffered by the other Party. Nonetheless, it is agreed that the affected Party will inform the other in writing as soon as possible of such an event, stating the nature of the Force Majeure, its cause and possible consequences. Upon cessation of the cause of delay, this Contract shall again become fully operative, unless, as a result of such delay, a modification of the terms of the Contract or even cancellation should be necessitated.
12. ARBITRATION and LITIGATION
All disputes in connection with this Contract, or the execution thereof, shall be settled by amicable negotiation. In the event that no settlement can be reached between the parties, any dispute under this Agreement shall be settled by arbitration without the calling of witnesses or affidavits. The Parties hereby irrevocably appoint their respective Assay agents to act as arbitrators and to conclude any arbitration within 5 (five) banking days. The decision taken by the appointed arbitrators shall be final, binding and uncontested.
13. NON-CIRCUMVENTION and NON-DISCLOSURE
Seller and Buyer agree to abide by the customary international rules of non-circumvention and non-disclosure as established by the International Chamber of Commerce in London for a period of five years.
14 CONTRACT EXECUTION
(a) Buyer and Seller agree that this contract may be executed by two good quality tele facsimile or email copies, these being legally binding on the parties and activating the contract.
(b) In the event that such copies are of poor quality, either party has the right to request the other party to supply an original hard copy of the contract by courier.
15 COMMISSIONS
15.1 The commission payable by the Buyer to Buyer’s intermediaries/agents/representatives shall be 3% (three percentage points) of the selling price value. This amount is exclusive of the Selling Price.
15.2 The Seller shall pay commissions to Seller’s Agents/intermediaries and or representatives. All commissions shall be payable in terms of an Irrevocable Master Fee Protection Agreement (IMFPA), which shall be deemed an integral part of this contract.
IN WITNESS WHEREOF the parties to this contract set their hands on the day and year as stated below:
SIGNED (for Seller) :
NAME :PASSPORT NUMBER : STATUS : DATE :
SIGNED (for Buyer) :………………………….
NAME : PASSPORT NUMBER : STATUS : DATE : September 2009
FIELD 46A: BENEFICIARY CERTIFICATE CERTIFYING THAT THE APPLICANT FAILED TO EFFECT PAYMENT WITHIN THE AGREED DEFERRED PAYMENT ARRANGEMENT. (May be specified as e.g. 60 days from Bill of Lading) COPY OF THE UNPAID COMMERCIAL INVOICE FOR THE AMOUNT OF THE DRAWING SHOWING THE FOB/CFR/CIF ETC. VALUE.
COPY OF TRANSPORT DOCUMENT EVIDENCING SHIPMENT TO …………………………...
FIELD 47A: THIS IS A STAND-BY LETTER OF CREDIT.ALL DOCUMENTS MUST BE IN ENGLISH.STALE DOCUMENTS AND LATE PRESENTATION ACCEPTABLE.ONLY BENEFICIARY CERTIFICATE TO QUOTE LC NUMBER.
ALL DOCUMENTS TO BE SENT TO (THE ISSUING BANK) ………………………………………………………………………………. BY COURIER SERVICE.
FIELD 71B: ALL CHARGES OUTSIDE THE REPUBLIC OF SOUTH AFRICA FOR ACCOUNT OF THE BENEFICIARY/APPLICANT.
FIELD 48: DOCUMENTS MUST BE PRESENTED WITHIN THE VALIDITY OF THE CREDIT.
FIELD 49: CONFIRMATION INSTRUSTIONS (WITHOUT/CONFIRM)
FIELD 78: REIMBURSEMENT AUTHORITY SUBJECT TO THE ICC URR 525 WE UNDERTAKE TO PROVIDE COVER IN TERMS OF YOUR INSTRUCTIONS
WITH THREE BUSINESS DAYS VALUE UPON RECEIPT OF YOUR AUTHENTICATED SWIFT/TELEX ADVICE CONFIRMING THAT YOU HOLD DOCUMENTS IN COMPLIANCE WITH THE TERMS OF THIS STAND-BY LETTER OF CREDIT.
FIELD 57D: ADVISE THROUGH NOMINATED BANK
FIELD 72: /REC/KINDLY ADVISE BENEFICIARY BY CABLE.
Standard Procedure Weighing, Sampling and Assaying
1. Weighing and sampling
1.1 Upon receipt of the Shipment at its premises the Refiner shall immediately inspect the boxes/containers and ascertain the gross weight of the Shipment.
1.2 In case any of the boxes/containers arrived damaged, or any of the seals on the boxes/containers are broken, or the total gross weight of the Shipment as calculated by the Refiner differs by more than 1 (one) percent from the gross weight advised by the Seller, the Refiner shall immediately inform the Buyer by telefax of the extent of the damage to the boxes/containers or to the seals, as the case may be, and/or the difference in the gross weight and request approval to proceed with the weighing and the assay. Pending approval of the Seller, the Shipment shall be safely stored in the vaults of the Refiner.
1.5 One sample shall be set aside by the Refiner for the Umpire, should the Umpire be needed.
2. Representative
2.1 The Seller shall have the right to appoint at its own expense a representative to supervise the weighing and sampling operations.
2.2 The Seller shall inform the Buyer of the name, address, telephone number and telefax number of its representative and of the authority delegated to him latest when advising a shipment.
3. Assays, splitting limits and Umpire
3.1 All information pertaining to the findings of the Refinery with regards to the shipment/s shall be conveyed to both the Seller and the Buyer.
3.2 Assays of the samples taken shall be carried out with the corrected fire assay method.
3.3 Differences between the Seller result and the Refiner's result shall be settled in the following manner:
(i) If the difference is equal or less than ±0.03% (three hundredths of one percent) the assay result of the Refiner shall be taken as the agreed Settlement assay;
(ii) If the difference exceeds the limits under (i) either the Seller or Buyer may request a repeat assay;(iii) If the results obtained at the occasion of the repeat assay are still outside the limits under (i) either
the Seller or the Buyer may request an Umpire assay; In case of an Umpire assay the sample reserved for this purpose shall be used;
(iv) In the event of an Umpire assay the Settlement assay shall be as follows:
• If the Umpire's assay result falls inside or outside the results of the Seller and Refiner the assay result nearer to the Umpire's result shall apply.
• If the Umpire's assay result is the exact mean between the Seller and the Refiner’s result the assay result of the Umpire shall apply.
The costs of the Umpire shall be borne by the party whose result is further away from the Umpire's result; if the Umpire's result is the exact mean of the result of the Seller and Refiner the cost of the Umpire shall be split between the Seller and the Buyer.
NON CIRCUMVENTION AND NON-DISCLOSURE WORKING AGREEMENT
Whereas, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and in cooperation with one another and with third parties for their mutual benefit. The documents which are going to follow this agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent of the party(s) providing such information.
This agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter referred to as “The Parties” jointly severally, mutually and reciprocally for the terms and conditions expressly state and agree to below, and that this agreement may be referenced from time to time in any document(s), or written agreements, the terms and conditions of this agreement shall apply to any exchange of information written or oral involving financial information, personal or corporate names, contracts initiate by or involving the parties and any addition, renewal, extension, rollover amendment, renegotiations or new agreement hereinafter referred to as “The Transaction” (Project/Transaction) for the purchase of all commodities, products, Equipment.
NOW, THEREFORE IT IS AGREED
AGREEMENT NOT TO DEAL WITHOUT CONSENT
The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others interest or the interest or relationship between “The Parties” with procedures, seller, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in un-contracted relationships with manufacturers or technology owners with intermediaries entrepreneurs, legal council or initiate buy/sell relationship or transactional relationship that by-passes one of “The Parties” to one another in connection with any ongoing and future transaction or project.
AGREEMENT NOT TO DISCLOSE
“The Parties” irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one party to the other or otherwise acquired, particularly contract terms, product information or manufacturing processes, prices, fees, financial agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references product or technology information and/or other information advised by one party(s) to be one another as being confidential or privileged without prior specific written consent of the party(s) providing such information.
AGREEMENT TO HONOR COMMISSIONS
Commissions, fees, compensation or remuneration to be paid as part of transaction covering “The Parties” to this agreement, shall be agreed upon by separate written agreement by “The Parties” concerned and shall be paid at the time such contract designated, concluded or monies changing hands between buyers and sellers, unless otherwise agreed among “The Parties”.
“The Parties” hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees and remuneration, arrangements made as part of a commission transaction even in the event that “The Parties” are not an integral member to a specific commission and fee, remuneration agreement.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XXIn specific deals where one of “The Parties” acting as an agent allows the buyers or buyer’s mandate, and the seller to deal directly with one another, the agent shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and the seller.
TERM
This agreement shall be valid for five (5) years commencing from the date of this agreement.This agreement has an option to renew for a further period of five (5) years subject to and upon the terms and conditions agreed between both parties.This agreement shall apply to:
All transactions originated during the term of this agreement. All subsequent transactions that are follow up, repeat, extended or renegotiated transactions of
transactions originated during the term of this agreement.
ARBITRATION
All disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the “International Chamber of Commerce (ICC)” by one or more “Arbitrators” appointed in accordance with the said rules.
Every award shall be binding on “The Parties” and enforceable at law.
By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.
Each of “The Parties” subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, “That Party” found in default by “The Arbitrator(s)” shall compensate in full the aggrieved party its heirs, assignees and/or designs for the total remuneration received as a result of business conducted with “The Parties” covered by this agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by “The Arbitrator(s)” for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers, buyers or sellers that were introduced by the named party, notwithstanding any other provisions of the award.
FORCE MAJEURE
A party shall not be considered or adjudged to be in violation of this agreement when the violation is due to circumstances beyond its control, including but not limited to act of God, civil disturbances and theft or appropriation of the privileged information or contract(s) without the intervention or assistance of one or more of “The Parties”.
ENTITIES OWNED OR CONTROLLED
This agreement shall be binding upon all entities owned or controlled by a party and upon the principal(s), employee(s), assignee(s), family and heirs of each party.
Neither party shall have the right to assign this agreement without the express written consent of the other.
AGREEMENT NOT TO CIRCUMVENT
“The Parties” agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations to the benefit of the one or more if “The parties” while excluding other or agree to benefit to any other party.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XXThis agreement in no way shall be construed as being an agreement of partnership and none of “The Parties” shall have any claim against any separate dealing, venture or assets of any other party or shall any party be liable for any other.
TRANSMISSION OF THIS AGREEMENT
The transmission of this agreement through Yahoo Messenger, MSN Messenger or any similar programs, telefax or e-mail shall be legal and binding.
AGREED AND ATTESTED
Each representative that signs below, guarantees that he/she is duly empowered by his/her respectively named company to enter into and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a corporate body.
SELLER SIDE1st PARTY: (SELLER)
Signatory’s Full Name: Company Name: DesignationCompany Address:
Phone: Fax: Mobile: E-Mail: Passport Number :Signature & Company Seal:
Signed Date:
2nd PARTY: (SELLER MANDATE)
Signatory’s Full Name: Company Name: DesignationCompany Address:
Phone: Fax: Mobile: E-Mail: Passport Number :Signature & Company Seal:
We the undersigned herewith referred as the BUYER and SELLER, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the conclusion of a successful transaction between the Parties.
We, the BUYER and SELLER, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries named below; furthermore, we, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 2 (Two) banking days AFTER the date of receipt of goods and completion of the transaction. We unconditionally agree and undertake to approve and originate all payments in USD$ Currency to all beneficiaries named below as their rightful and payable commissions. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out below:-
TOTAL COMMISSION SHALL BE PAID BY THE BUYER AND SELLER AS FOLLOWS:-
US$ (United States Dollars), divided and paid to the Beneficiaries as stated below:
TERM & CONDITIONS This master fee protection agreement covers the initial contract for a period of 36 months as well as any rollover or extensions of the contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders resulting from rolls and extensions will not be amended without the express written and notarized consent of the receiving beneficiaries.
All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of five (5) years from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed and in any number of counterparts all of which shall be taken together and shall constitute as being one and the same instrument. This document shall only be amended by agreement in writing and signed off by all parties concerned.
GOVERNING LAW AND JURISDICTION:This document shall be governed and construed in accordance with the agreement signed between partners NCND laws, for unresolved disputes the laws of the Republic of South Africa shall apply.
CONTRACT NUMBER: SHPL/XXXX/XX/0809/ACONTRACT NUMBER: SHPL/XXXX/XX/0809/AUU.XX.XXAll parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the international Arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in South Africa, and the rules of the IAC shall apply.
Acceptance by:-
PARTICULAR’S BUYER
Company Name
Represented by
Title
Passport/ID No
Nationality
Signature
Acceptance by:-
PARTICULAR’S SELLER
Company Name
Represented by
Title
Passport/ID No
Nationality
Signature
# BUYER’S SIDE BENEFICIARY #COMMISSION FOR BUYERS SIDE: 3.0% (Three per centum)
