Droit du contrat

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(c) Packing list and proforma invoice indicating number of boxes, weight of each box, and total gross and net weight of shipment of raw gold in grams.

(d) Proforma invoice shall indicate:

I. The contract number and state “Raw Gold with estimated 95%+ purity AU for refinery Assay” . The shipment shall consist 20 boxes of 40kg each with seal numbers.

Ii. Shipment terms: (Buyer shall be obliged for cost and freight, and also he has to procure marine/transportation insurance against the Seller’s risk of loss of or damage to the goods during the carriage. The Buyer contracts for insurance and pays the insurance premium) “delivered by Purchaser to Refinery before the presence of Seller’s representative previously approved by Seller.

Iii.The size H cm x D cm x B cm of each box together with photos of the box prior and after sealing showing contents and seal number of each box.

(e) All relevant and valid export documentation, including but not limited to export license, evidence that revenue tax duty has been paid.

(f) Valid Export permit duly signed by the proper airport and custom’s authorities at the export airport.

(g) Original and one copy of certificate of origin issued by the pertinent authorities, if available.

(h) Proof of Ownership: Seller shall provide valid documentation in original indicating that he has the right to sell the Purchased Assets to the Purchaser and to convey to the Purchaser all the rights; and the Seller will not have caused or permitted the Purchased Assets to be encumbered in any manner.

- SHIPPING/TAXES EXPENSES

- The Purchaser and Seller shall agree on the Transport Company to be used for the shipment of the material to the designated Refinery at ------------- . Purchaser shall not be liable for any shipping expense. Purchaser shall only be liable for payment in accordance with the results obtained as a result of the Assay process by the chosen refinery after an original and valid analysis certificated is issued and presented to both Purchaser and Seller.

Notwithstanding the contents of the above paragraph, should Purchaser have to incur any expense in the shipping process, he shall be entitled to recover said expense once the final reconciliation is done.

- Seller shall only be entitled to payments once the shipment has been received by the Refinery, the assay process has been completed and a determination has been made in writing indicating the weight and the fact that the material is at least 95% gold.

- WEIGHT, SAMPLING, ASSAYING PROCESS

- The parties agree that the designated refinery shall melt the material and assay samples.

- Purchaser shall transmit to the Seller, the “Memorandum of Outturn from the designated refinery which shall include the following information:

- The assay results.

- The pure 99.9 gold weight after melting to be paid by Purchaser.

- The London Fix price confirmed by the Refinery to that day as a basis for the final commercial invoice and payment to be done by Purchaser.

- “Receipt of Deposit” which shall consist of the takeover signed receipt sent to the Refinery designated by the Purchaser upon arrival to the airport in Sidney, said receipt shall indicate the quantity of boxes, total weight; numbers of original seals confirmed as undamaged and received by the Refinery after being duly processed by American Customs and cleared by a customs broker designated by the Purchaser.

- SETTLEMENT AND DELIVERY OF GOLD

- The seller shall deliver 1,000 kg of Gold within three (3) days and the Seller shall be responsible for all necessary arrangements and notify the transportation company to ship the Gold to the refinery at the address indicated by the purchaser. The shipment package shall be addressed to the Purchaser; c/o Designated Refinery; and address.

- The Seller or its authorized representative as defined in Section 2 above, shall attest to the following:

- Seller is the sole and legitimate owner of the Gold.

- Seller is ready, willing and able to sell the gold to the Purchaser to be used at the Purchaser’s discretion in US.

- Seller has the necessary documentation, permits licenses and other documents legally required in order for seller to transfer ownership to the Purchaser; said documents shall include but are not limited to Certificate of Origin and Certificate of Ownership.

- After the execution of this Agreement by both parties, Seller shall immediately send to purchaser all of the above referenced documentation together with Shipping List for verification to the designated transportation company prior to shipping the Gold.

- Sellers’ represents and warrants that the gold is unencumbered, free and clear of any liens or encumbrances and that he has legal title and may transfer ownership and title to Purchaser as provided for in this agreement.

- DELIVERY SHALL BE TO THE DESIGNATED REFINERY IN ………………..(name Country) Ten DAYS AFTER EXECUTION OF THIS AGREEMENT. However, in the first instance, the buyer will provide BCL of USD total value 1000 kg upon execution of this agreement.

- PRICE AND PAYMENT

- The purchase price in USD for each kg delivered by Seller and refined to a purity of 99.5 + of gold in…………..country according to the assay analysis of the total quantity of gold verified and received by Purchaser at the designated refinery shall be $USD 29500/Kg CIF.

- In the event of a delay of delivery of more than Ten (10) working days from the date of execution of this agreement, then the purchase price of the Gold shall be the prevailing applicable price at the time of refining for each kilogram of 99.5 gold refined less 3.2% of the amount to be paid. Likewise, the Purchasers shall pay a penalty of 3.2% for delayed payment of more than two working days.

- The 3.2% discount shall be calculated from the fixed price to be paid.

- The Purchaser shall instruct its bank to transfer the final amount indicated in the commercial invoice issued by Seller which shall match the results of the