FCO for Buyers - A Gold



A GOLD GENERAL TRADING FZC

Registered Address: Business Center, Al Shmookh Building, UAQFTZ, Umm Al Quwain, PO Box 888906, Dubai, United Arab Emirates

License#: 4932 Import/Export Code#: 56679 Mirsal II Code#: AE-7001741

Correspondence Address: 1 Moh’d Bin Rashid Blvd, Burj Khalifa Tower, Suite 3312, PO Box 888906, Dubai, United Arab Emirates

Cell for Voice Only: +971562101000 Cell for SMS Only: +971564992799 Fax (UK): +442076811978

info@a-gold.ae a-gold.ae

SELLER’S FULL or SOFT CORPORATE OFFER

to [Buyer’s Company Name] Attn: [Buyer’s Representative] [Buyer’s Email]

Date : XX MONTH, 20YY

With this Full or Soft Corporate Offer (“FCO/SCO”), the undersigned hereby confirm with full responsibility and authority that we are Ready, Willing and Able (“RWA”) to enter into a Contractual Sales and Purchase Agreement (“SPA”) for Physical or Electronic, Gold Bullion Bars located in the U.A.E. or Switzerland with rolls and extensions, according to the following specifications, terms and conditions under the agreed procedure as mentioned below.

01. Commodity: Gold Bullion Bars (Aurum Utalium)

02. Shape / Size: XX.X Kg Bars of Au Metal (1 Kg = 32.1507425 Fine Troy Ounces)

03. Fineness/Purity: 99.50% and above locally from one of the two U.A.E. based Dubai Gold Deliver (“DGD”) Refineries fully licensed by the Government and approved by Dubai Multi Commodities Centre (“DMCC” dmcc.ae) and internationally by The London Bullion Market Association (“LMBA”), Valcambi, Credit Suisse.

04. Quantity: Any quantity agreed (no minimum), XXX Kg/week or bi-weekly or monthly with rolls and extensions up to X,XXX Kg per year,

05. Initial Tranche Size: (Trial Shipment) XXX Kg, Subsequent Tranches XXXKg per week/bi-weekly/monthly

06. Country of Origin: As per Refinery Statement

07. City/Country of Export: Dubai, U.A.E.

08. Delivery/Lifts: CIF Dubai (ASWP – Any Safe World Port/Airport in any non-UAE sanction country to be agreed by A Gold General Trading FZC). The gold will be delivered only direct to the Buyer or to any of the following four Transport & Security Companies: Brinks, G4S, Transguard, or Via Mat, that the Buyer must have an account with. A cost of holding the gold in our bank’s vault will be charged in case the Buyer does not want to pick up the gold the day of payment/delivery.

09. Sale Price: The Spot Price agreed (we can also trade based on AM or PM London Fixing) on the date of order and receipt of payment in USD per troy ounce, plus a premium of 3% for quantities up to 100Kg, and 2% for quantities over 100Kg per tranche. The Buyer may request the gold to be allocated, meaning a specific gold bar serial number is assigned to each bar (fee charged), or unallocated (no fee).

10. Intermediary Fees: None paid by the Seller, unless it is added on the above Sale Price.

The Non Compete Non Disclosure Agreement / Irrevocable Master Fee Protection Agreement (“NCNDA/IMFPA”) can be signed between A Gold General Trading FZC and the Intermediary.

11. Payment: In USD by swift to the Seller’s bank account at Emirates NBD in the U.A.E. A non-refundable down payment of 5% of the total amount to be deposited on the day of order and 95% to be deposited 1 business banking day prior to delivery, and always after Seller’s bank (Emirates NBD, which is the largest bank in assets and braches in the Middle East) confirms that they are ready to deliver by one of their security transport companies, like Brinks, G4S or Transguard, the Bullion Gold the next day. If the Buyer fails to pay the 95% balance on the day he receives the notice of “ready to deliver next day”, then immediately and without any notice, the down payment of 5% will be kept as a penalty and the transaction will be null and void.

12. Documents: The following documentation (other than the LoI and BCL) must be received at least five days prior to contract signature:

a. Fully completed Client Information Sheet/Know Your Client (“CIS/KYC”) supplied by the Buyer following receipt of official and notarized LoI, in order for the Seller’s Legal Department and his bank to perform a full due diligence.

b. Any other documentation requested by the Government Authorities of the U.A.E. and the Banks.

TRANSACTION PROCEDURES

The Seller and the Buyer hereby agree to and fully accept the following procedure for the execution of the transaction by both Parties:

▪ Buyer sends a fully notarized LoI and a BCL, which his bank will also be ready to send by swift to the Seller’s bank;

▪ Seller sends his FCO and Buyer reviews this FCO/SCO, makes comments, if any, and if both Buyer and Seller agree on principle, then the Seller asks the Buyer to complete and return the CIS/KYC;

▪ Buyer completes and sends the CIS/KYC, etc. and if due diligence and compliance is cleared by the Seller, then

▪ Seller will then send the Buyer his SPA for review and approval

▪ Seller and Buyer agree on one of the following two payment options:

Option 1: Buyer transfers 100% the total amount to an escrow/blocked account (parties would be the Seller, the Buyer and the Bank or DMCC) prior to delivery of the Gold Bars, which would be released to the Seller at the moment of the delivery of the Bullion Bars to the Buyer by the Bank’s authorized Transport and Security Company, like Brinks, G4S or Transguard.

Option 2: Buyer transfers to Seller’s bank account a non-refundable down payment of 5% of the total amount to be deposited on the day of order and 95% to be deposited 1 business banking day prior to delivery, and always after Seller’s bank (Emirates NBD, which is the largest bank in assets and braches in the Middle East) confirms that they are ready to deliver by one of their security transport companies, like Brinks, G4S or Transguard, the Bullion Gold the next day. If the Buyer fails to pay the 95% balance on the day he receives the notice of “ready to deliver next day”, then immediately and without any notice, the down payment of 5% will be kept as a penalty and the transaction will be null and void.

▪ Seller delivers the Gold Bars, together with all legal documentation including Final Commercial Invoice and Certificates and serial numbers of each Gold Bar for the weight and purity, under Seller’s trading license and export license, to the Security & Transport Company and strictly following all legal regulations, not later than one (1) Business Banking Days from the Seller’s bank receipt of the total funds.

▪ Ownership and possession of the Gold Bars shall remain at all times with the Seller or his bank and it will only pass from the Seller to the Buyer upon signature of the delivery/pick up by the Seller’s bank’s authorized Security & Transport Company. At the same moment, any payment held in escrow/blocked in the Seller’s bank until delivery of the gold will automatically be released to the Seller.

REPRESENTATION AND WARRANTIES

The Seller represents and warrants that

▪ It is the rightful legal owner and beneficiary of the Gold Bars offered herein for sale.

▪ The Gold Bars offered herein for sale are: (a) free and clear of any and all claim, lien, security interest, charge, pledge, mortgage, option, encumbrance, right of pre-emption, right of first refusal, or other restriction or right of any third party of any kind or an agreement, arrangement or obligation to create any of the foregoing (including but not limited to holding in trust for the benefit of another, interests arising from options, indentures, and security agreements; and (b) have been obtained by the Seller in compliance with the rules of any applicable legislation.

▪ The Gold Bars offered herein for sale can be transferred by the Seller to any legal, non-blacklisted or non-sanctioned third party without restrictions anywhere in the world, within the limits of the law for countries and third parties under sanction.

▪ The Gold Bars offered herein for sale are not related in any way whatsoever to any terrorist and/or criminal activities and they have been obtained, maintained into the ownership and possession of the Seller and are offered to the Buyer in a way that does not contravene to any provision of:

• The Narcotic Drugs (Control, Enforcement and Sanctions) Act 1990 (PNDCL 236),

• The Criminal Offences Act 1960 (Act 29),

• Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987),

• Anti Terrorism Act 2008 (Act 762) ,

• The Minerals and Mining Act, 2006 (Act 703) and its Regulations,

• Any other applicable legislation

▪ The Buyer represents and warrants that the origin of the funds used for purchasing the Gold Bars does not contravene to any provision of:

• The Narcotic Drugs (Control, Enforcement and Sanctions) Act 1990 (PNDCL 236),

• The Criminal Offences Act 1960 (Act 29),

• Anti-Money Laundering Act 2008 (Act 749) and its Regulations (L.I. 1987),

• Anti Terrorism Act 2008 (Act 762) ,

• The Minerals and Mining Act, 2006 (Act 703) and its Regulations,

• Any other applicable legislation

▪ Each Party hereby represents and warrants in respect of itself, to the other Party that:

• it is lawfully incorporated and existing under the laws of its jurisdiction.

• it has the necessary power to enter into and perform its obligations under this Agreement.

• this Agreement has been duly authorised and executed by it and constitutes valid, legally binding and enforceable obligations upon it.

• neither the entry into this Agreement nor the implementation of the transactions contemplated by it will result in:

(a) a violation or breach of any provision of its articles of association, statutes by-laws or other constitutional documents;

(b) a breach of, or give rise to a default under, any contract or other agreement to which it is a party or by which it is bound;

(c) a violation or breach of any applicable laws or regulations or of any order, decree or judgement of any court, governmental agency or regulatory authority applicable to it

and in case of breach of any such undertaking, representation or warranty, the Party in breach agrees to indemnify and keep indemnified the other Party against any and all losses, liabilities, costs and expenses suffered or incurred by the other Parties in relation to any such breach

• no action, proceeding, litigation or dispute against it is presently taking place or pending which would or might threaten or inhibit its ability to perform its obligations under this Agreement.

• all governmental or official approvals, consents, notarisations, legalisation and registrations required in relation to the making, performance and validity of this Agreement have been obtained by it at the time they were required and are, to the extent required, in full force and effect.

CONFIDENTIALITY / NON-CIRCUMVENTION:

All parties, including the Buyer / Buyer’s Mandate, Seller / Seller’s Mandate and any and all Representatives, Consultants, and Intermediaries involved in this transaction, agree to act in complete confidentiality and shall not disclose the Agreement to any other party except on a Need-to-Know basis and shall observe strictly the rules of the International Chamber of Commerce (ICC) Paris, France, Latest Edition, relating to Non-circumvention and non-disclosure. This will be valid for Five (5) years.

INTENDING TO BE LEGALLY BOUND, the undersigned Parties has executed this Full Corporate Offer as of the date set forth below:

FCO/SCO VALIDITY: This offer is indicative only and valid for Seven (7) Calendar days from the date of proposal. It will become valid upon receiving a RWA from the Buyer.

PROPOSAL DATE: XX MONTH 20YY valid until XX MONTH 20YY

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED IF PROMPTLY ACCOMPANIED BY AN ORIGINAL AS DEMANDED

|SELLER: |THE BUYER: |

|A GOLD GENERAL TRADING FZC | |

|___________________________________ |___________________________________ |

|Represented by : |Represented by : |

|Title: Administrative Manager |Title: |

|Passport Number : XXXXX / Canada |Passport Number : |

| | |

|Date : XX MONTH 20YY |Date : XX MONTH 20YY |

| | |

|Signed/Stamped |Signed/Stamped |

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