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2.
The Buyer will issue their LOI outlining their intent relative to the
offer received. 3.
The Buyer is to receive from the Seller, acceptance of the LOI and a
Sellers Bank Invitation Letter authorizing the Buyers Bank Officer to
communicate and validate the commodity presented for sale. 4.
The Buyer, upon verification of the AU by the Buyers Bank Officer, will
prepare a formal draft Sales and Purchase Agreement and Irrevocable
Master Fee Protection Agreement for the proposed transaction. 5.
Upon signing of the draft SPA and IMFPA, the document will be reviewed
by the Buyers Bank for Bank Compliance purposes. 6.
If acceptable by the Buyers Bank, the SPA and the associated documents
will be assigned to the Bank by the Buyer for the Banks processing and
implementation of closing procedures. 7.
All transactions are closed by the Buyers bank on a bank to Bank, ledger
to ledger basis. The Bank does not issue bank comfort letters, credit
instruments, bank guarantees, or advanced payments, in any fashion. All
contracts are issued in U.S Dollars, unless otherwise specified.
Conversion to other than 8.
Buyer’s Bullion Officer shall set a date for closing and transfer of
funds and title via buyer and sellers bullion officers respectively. |
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B- This Transaction is performed as an “Off-Market Private Treaty Spot Deal” in the mode of a “Bank-to-Bank Transfer of Title for Payment Transaction”, under the following procedure: This Sales and Purchase Agreement is executed by the Parties; executed copies are exchanged electronically (PDF format); 6 (Six) original copies of the executed Agreement are signed as original and exchanged by courier; Both Parties lodge this Agreement with their respective Banks and immediately thereafter, the Agreement is assigned and entered into between their respective Banks for the immediate implementation of terms and conditions stated herein; The Seller’s Bank Officer, .............................................., sends an irrevocable SWIFT MT600 with full Bank responsibility to the Buyer’s Bank ................................................... and according to instructions received by Seller, confirming the quality and quantity of the Au Metal “GLD” Gold Bullion, legal ownership, the right to sell and to export the commmodity without any restrictions of any kind, Title, interest and the right that the commodity will be transferred from the Seller to the Buyer / ................... with the times, whereupon the Seller’s Bank Officer deposits the documents in a Trust account within the Seller’s Bank and confirms this action to the Buyer’s Bank; The Buyer’s Bank Officer, immediately upon receipt of the above, proves the Funds for the purchase of the Commodity and transfers the Funds to the Buyer’s account in preparation for the Transfer Transaction (the Completion), then confirms this action to the Seller’s Bank via SWIFT MT799, also stating that the Buyer is Ready Willing and Able to conclude this transaction; Furthermore, the Buyer’s Bank Officer, on behalf of the Buyer, issues the Proof of Funds, sends irrevocable SWIFT MT760 (block of Funds) with full Bank responsibility confirming once more that the Buyer is Ready, Willing and Able to purchase the commodity at the price defined in this Sales and Purchase Agreement. The amount of Funds blocked is to cover the Payment to the Seller of the “GLD” Au Metal. The agreed purchase price is the quoted price stated in SECTION 2, less the discount equal to ...........% (............Percent). At the same time, the Buyer’s Bank Officer, ............................., will arrange and set the window time for the exchange of the Title of the commodity for Payment, transfer of accounts and closing; Once the window time has been settled, the Buyer’s Bank, on behalf of the Buyer, pays for the 50 MT (Fifty Metric Tonnes) of the Au Metal “GLD” Gold Bullion by SWIFT (wire format) MT103 to the Seller’s Bank account as per the Annex “3” (Mode of Payment), calculated as per SECTION 2, less the discount and instructs the Seller’s Bank Officer, .............................., to transfer the Title of commodity to the Buyer; All Professional Fees are paid simultaneously with the Transfer of the Accounts in accordance with the Irrevocable Master Fee Protection Agreement PLEASE NOTE: The procedures above are based on the STANDARD MODEL for GOLD and other International Commercial Transactions, and are designed to respectany and all regulations set forth, protecting the Integrity of the Precious Metal Sales and Purchase, with regard to SWISS BASEL COMMITEE terms and conditions. Should an exception be deem necessary, and SWIFT MT600 or SKRs as Proofs of Product can only be submitting by the Seller, subject to receiving a RWA statement, maintaining the protest to providing Proof of Funds in advance of PROOF OF PRODUCT, the Buyer / ............., agrees to receive SWIFT MT799 from the Seller’s Bank (with all specific reference to the transaction, product and all other necessary statements, must be included in the transmission), requesting a RWA, to which the Buyer / ............. responds favourably but only at a free message format (SWIFT MT999), basis and only confirming the Buyer’s RWA. The Buyer / .............., will not engage in transactions which Proof of Funds in advance of Proofs of Product is a requirement or mandatory. If the Buyer / ................... Bank received such transmission(s) or request(s), this Agreement, any and all subsequent Agreement(s) are considered terminated, the relationship of the Parties will become Null and Viod, with further instructions sent to the Buyer / ..................... Bank, denying such requests and suspending all communications thereafter. |
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OPTION
# 2 A. THE SELLER ISSUES FULL CORPORATE OFFER (FCO) PROPERLY EXECUTED INCLUDING ALL DATA RELEVANT TO THE AURUM UTALIUM PRIVATE PARTY – TO – PRIVATE PARTY TRANSFER OF TITLE FOR PAYMENT TRANSACTION INCLUDING BUT NOT LIMITED TO:
B. UPON RECEIPT OF THE DOCUMENTATION AS OUTLINED UNDER POINT 2, THE BUYER WILL ENGAGE THE DUE DILIGENCE PROCESS AS REQUIRED BY LAW; C. UPON COMPLETION OF THE DUE DILIGENCE PROCESS, THE BUYER WILL ISSUE THE SALES AND PURCHASE AGREEMENT FOR EXECUTION BY THE PARTIES; EXECUTED COPIES ARE EXCHANGED ELECTRONICALLY (PDF FORMAT); 6 (SIX) ORIGINAL COPIES OF THE EXECUTED AGREEMENT ARE SIGNED AS ORIGINAL AND EXCHANGED BY COURIER; D. THE SELLER’S WAREHOUSE SENDS BY FACSIMILE TRANSMISSION A TRANSACTION DECLARATION TO THE BUYER’S CLOSING AUTHORITY; E. THE BUYER’S CLOSING AUTHORITY WILL NOTIFY THE BUYER’S BANK OF THE TRANSACTION AS SUBMITTED BY THE SELLER’S WAREHOUSE VIA FACSIMILE; F. THE BUYER’S CLOSING AUTHORITY WILL PROVIDE TO THE SELLER’S WAREHOUSE A DOCUMENT INDICATING THE BUYER’S INSTRUCTIONS AND PROCEDURES FOR CLOSING; G. BOTH PARTIES LODGE THE INSTRUCTION AS MENTIONED UNDER POINT G WITH THEIR RESPECTIVE BANKS; H. THE BUYER’S CLOSING AUTHORITY WILL INSTRUCT THE BUYER’S BANK TO ISSUE AN IRREVOCABLE PURCHASE ORDER TO THE SELLER’S BANK; I. UPON RECEIPT OF THE IRREVOCABLE PURCHASE ORDER AT THE SELLER’S BANK, THE SELLER’S BANK WILL FOLLOW THE SELLER’S INSTRUCTION AND DELIVER THE AU METAL FOR PAYMENT. |