SALES AND PURCHASE AGREEMENT

COPPER CABLE SCRAP NON-REGISTERED LME

This Agreement made on this 17^ST JAN. 2019

SPA NO : XXXXXXXXXXXX

THIS SALES & PURCHASE CONTRACT IS ENTERED BY THE FOLLOWING PARTIES:

Between

HEREINAFTER REFERRED TO AS THE SELLER:

SELLER’S REPRESENTED BY: 

TITLE:

AND

HEREINAFTER REFERRED TO AS THE BUYER:

BUYER’S REPRESENTED BY:

TITLE:

WHEREAS WE BEING THE SELLER HEREBY CERTIFIES, REPRESENTS, AND CONFIRM THAT WE WILL FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PROVIDE PRODUCT REFERRED TO HEREIN IN TIME AND FOR THE TERMS AGREED UPON THEREAFTER. WHEREAS THE BUYER WITH FULL CORPORATE AUTHORITY AND RESPONSIBILITY HEREBY CERTIFIES, REPRESENTS, AND WARRANTS THAT THEY ARE READY, WILLING AND ABLE TO PURCHASE THE FOLLOWING. The Parties mutually accept to refer to the general terms and definitions, as set out by the INCOTERMS Edition 2010, having the following terminology fully understood and accepted by Parties:

ARTICLE 1.      PRODUCT & ORIGIN :

ARTICLE 2.      PRICE AND VALUE OF CONTRACT:

UNIT PRICE : LME CASH SETTLE PRICE x 90%, CIF INCHEON KOREA  PORT;

COPPER CABLE SCRAP (ELECTROLYTIC GRADE A) MIN. CU PURITY: 99.97% PREMIER DEGREE, NON-REGISTERED LME. CIF INCOTERMS 2010 TO PORT OF S.KOREA;

PRICE IS MADE INCLUDING SGS at loading port, packing, loading, provision of necessary documentation, all applicable duties and payments on the delivery Terms, TRANSPORTATION, LOADING AND ALL COST UNTIL FINAL DESTINATION EXCEPT DUTY IMPORT TAX AT DESTINATION;

ANY FURTHER PRICE SHALL BE FIXED FOR 1 (ONE) YEAR IF CONTRACT CONTINUES AND CAN BE REIVEWED DEPEND THE PRICED FROM THE MARKET.

2.1 The price for the Goods is fixed and may not be revised within the term of validity of this Contract.

2.2 Currency of payment – USD;

ARTICLE 3.      DELIVERIES:

DELIVERIES SHALL BE MADE IN SHIPMENTS AS PER SCHEDULE, WHICH SHALL COMMENCE WITHIN 20 DAYS FROM THE DATE AFTER SELLER CONFIRM L/C BY SWIFT FROM THE BUYER BANK. THE FIRST SHIPMENT UNTIL LAST SHIPMENT SHALL BE TRIAL 20MT + 500MT PER MONTH/YEAR (TOTAL QUANTITY 6,020 METRIC TONS (+/-5%) COPPER WIRE SCRAP GRADE A MIN. CU PURITY 99.97% WILL BE DELIVERED IF THE TRIAL SHIPMEMT FULLFILS THE CONTRACTUAL REQUIREMENTS OF THE BUYER ESPECIALLY REGARDING THE QUALITY AND QUANTITY.

THE PARTIES HEREBY AGREE THAT THE DELIVERY OF GOODS SHALL BE HOLD ON CIF CONDITIONS (INCOTERMS 2010) – PORT OF S.KOREA;.

ACCORDING TO THE BASIS OF DELIVERY THE SELLER IS RESPONSIBLE FOR PACKING, LOADING OF GOODS TO HIGHWAY OR RAILWAY TRANSPORT, PROVIDING SHIPPING DOCUMENTATION, TRANSPORTATION OF GOODS TO THE FINAL DESTINATION, EXECUTION OF ALL CUSTOMS FORMALITIES FOR EXPORT OF THE GOODS FROM THE COUNTRY AND BEARS ALL THE NECESSARY EXPENSES. 

DELIVERY OF GOODS SHALL BE PROVIDED IN SEPARATE SHIPMENTS IN ACCORDANCE WITH THE SCHEDULE OF DELIVERY STIPULATED IN THE ANNEX TO THIS CONTRACT WHICH IS THE PRELIMINARY ONE. THE DATE OF DELIVERY OF THE FINAL SHIPMENT OF THE GOODS SHALL BE TERM OF ACTION OF THE MT700 /BG.

BUYER RESERVES THE RIGHT TO DESIGNATE AN ALL TRANSPORTATION CARRIER.

PARTIAL, EARLY DELIVERIES PERMITTED. TRANSSHIPMENTS NOT ALLOWED.

ARTICLE 4.     SPECIFICATIONS:

Cable diameter: Minimum ≥2mm

ARTICLE 5.      QUANTITY AND QUALITY:

5.1 THE CONTRACTUAL QUANTITY OF THE GOODS SOLD AND PURCHASED UNDER THIS CONTRACT IS 6,020 METRIC TONES PURCHASED IN 12 MONTHS (TRIAL 20MT + 500MT x 12);

5.2 THE SELLER GUARANTIES THAT THE QUALITY OF THE GOODS SHALL COMPLY WITH STANDARD SPECIFICATION OF THE MANUFACTURER AND THE QUALITY CERTIFICATE TO BE SUBMITTED AT TRANSFER OF GOODS AND ALSO AS PER SPECIFICATIONS OF THE GOODS MENTIONED IN THE ARTICLE 4 OF THIS CONTRACT.

5.3 THE BUYER MAY REJECT THE GOODS IF THE THIRD PARTY INSPECTION (SGS) OF THE GOODS REVEALS ITS NON-COMPLIANCE IN QUALITY TO THE PROVISIONS OF THIS CONTRACT.

5.4. UPON REJECTION OF THE GOODS, THE SELLER SHALL WITHOUT DELAY EITHER:

 - REPLACE THE DEFECTIVE GOODS WITH THE NEW ONE OF ADEQUATE QUALITY;

 - IN CASE OF INCOMPLETE DELIVERIES, DELIVER THE BALANCE OF THE GOODS.

5.5. ALL EXPENSES CONNECTED WITH THE RETURN OF THE GOODS AND THEIR REPLACING (INCLUDING IN CASE OF SHORT DELIVERY) SHOULD BE PAID BY THE SELLER.

5.6. IN CASE OF NON-CONFORMITY OF THE GOODS TO THE PRESENT CONTRACT THE SELLER SHOULD DELIVER THE NECESSARY GOODS IN THE SHORTEST REASONABLE TERM.

ARTICLE 6.      PACKING:

6.1 The Goods will be PACKED IN TON BAG WITHOUT COMPRESSION

, the cost of which is included into the Total Price of the Goods under the Contract.

6.2. Packing must ensure safety of the Goods against all reasonable damages during transportation by any kind of transport, and also during loading and unloading of the Goods.

6.3. The Seller shaLL be responsible for all losses and/or damages due to inadequate or wrong marking.

ARTICLE 7.      SPECIFICATIONS, INSPECTIONS, WEIGHT AND QUALITY:

INSPECTION WILL BE CARRIED OUR BY SGS AT THE PORT OF LOADING. THE SELLER HEREBY WARRANTS THAT DELIVERY OF THE PRODUCT SHALL BE MADE TO THE BUYER WITH AUTHENTIC CERTIFICATES OF QUANTITY (WEIGHT) AND QUALITY, WITH ALL INSEPCTIONS MADE AT THE LOADING PORT AT THE SELLER’S EXPENSE.

ARTICLE 8.      PAYMENTS:

8.1 PAYMENT WILL MADE BY 100% IRREVOCABLE, UPAS LC / BG MT700 DLC, CONFIMED. BUYER HAS TO MAKE SGS AT DESTINATION PORT AND RELEASE LETTER OF CREDIT FOR SELLER WITHIN MAXIMUM 3 BANK’S WORKING DAYS.

8.2. EACH PAYMENT UNDER THE L/C SHALL BE STIPULATED IN THE COMMERCIAL INVOICE BASING ON THE QUANTITY OF SHIPMENT OF THE GOODS DELIVERED TO THE BUYER AND THE PRICE FOR THE GOODS FIXED IN ARTICLE 2 OF THIS CONTRACT.

8.3. IN CASE THE L/C VALIDITY IS EXTENDED BY THE FAULT AND/OR INITIATIVE OF ONE OF THE PARTIES, THEN THE EXPENSES RELATED TO L/C EXTENSION SHALL BE BORNE BY THE FAULTY OR INITIATING PARTY.

8.4. IN CASE THE CHANGES ARE MADE TO THE L/C BY THE FAULT OF ANY OF THE PARTIES, THEN THE EXPENSES RELATED TO THE CHANGES MADE TO THE L/C SHALL BE BORNE BY THE FAULTY PARTY.

8.5. DURING THE PROCEEDING OF THE PAYMENTS ALL THE CHARGES OF THE BUYER’S BANK AND CORRESPONDENT BANK SHALL BE BORNE BY THE BUYER AND ALL THE CHARGES OF THE SELLER’S BANK SHALL BE BORNE BY THE SELLER. THE BANK CHARGES FOR L/C OPENING AND CONFIRMATION SHALL BE BORNE BY THE BUYER. BANK CHARGES FOR MONEY TRANSFER FORM THE L/C ARE FOR THE SELLER’S ACCOUNT.

8.6. PAYMENTS UNDER THIS CONTRACT ARE CONSIDERED AS DULY MADE SINCE BEING ENTERED IN THE SELLER’S BANK ACCOUNT.

ARTICLE 9.      SHIPPING, PAYMENT DOCUMENTS AND ANOTHER CONDITIONS:

      i.        BILL OF LADING (B/L) – 3 ORIGINALS AND 3 COPIES, SHOW LC NUMBER;

    ii.        FINAL COMMERCIAL INVOICE ISSUED BY THE SELLER – ONE ORIGINAL AND THREE COPIES,

   iii.        PACKING LIST ISSUED BY THE SELLER – 3 ORIGINALS AND 1 COPY,

   iv.        ORIGINAL INSURANCE 110% OF THE SHIPMENT VALUE AT HIS SOLE EXPENSE / RESPONSIBILITY,

    v.        ORIGINAL CERTIFICATE OF QUALITY AND QUANTITY ISUED BY CCIC / SGS / CIQ OR ANY EQUIVALENT IN LOADING PORT AT SELLER EXPENSE AND APPROVED BY BUYER,

   vi.        CERTIFICATE OF ORIGIN ISSUED AND CERTIFIED BY CHAMBER OF COMMERCE IN ORIGIN – 1 ORIGINAL AND 3 COPIES.

  vii.        CERTIFICATE OF QUALITY AND QUANTITY AT DESTINATION ISSUED BY SGS AT BUYER EXPENSE ;

viii.        LETTER CONFIRMATION ISSUED BY THE BUYER SHOWING THE QUANTITY AND QUALITY OF GOODS AT DESTINATION PORT;

   ix.        AFTER RECEIVING THE SHIPPING DOCUMENTS (INCLUDING 6 KINDS FROM I – VI), BUYER’S BANK WILL RELEASE THE DOCUMENTS FOR BUYER TO RECEIVE THE GOODS. THE PAYMENT WILL EFFECTED ONLY WHEN BUYER’S BANK RECEIVE DOCUMENT NO. VIII AND IX.SHIPPING DOCUMENTS HAS TO BE SENT BY SELLER TO BUYER NOT LATER THAN 7 DAYS FROM THE DAY SELLER RECEIVES LC;

ARTICLE 10.    BUSINESS PROCEDURES:

      i.        The buyer Issues official LOI / ICPO

    ii.        The Seller issue the invitation letter to Buyer company for real site inspection.

   iii.        Buyer company and Seller company visit the real site and inspection.

   iv.        The seller issue draft SPA to the buyer,

    v.        The Seller, after discussing and finalizing all amendment with the Buyer on phone or via fax or e-mail, Amends where necessary the contract, and signs, seals and issues to the Buyer a final copy of the contract for its completion.

   vi.        The Seller shall present a company certificate and passport copy of signatory。

  vii.        The Buyer reviews the final contract and upon acceptance signs the final copy contract and returns it to the seller with company certificate and passport copy of signatory. If further revisions are required, they are noted and sent back to the Seller for further review. Any facsimile or electronic copy shall be considered as the original. Seller will also have signed contract and return to buyer.

viii.        Seller should send photos / video with currently date with name as POP. If seller does not send so contract should be cancelled by both parties. If seller has a fault to be cancelled a contract, seller shall paid penalty 1% from value one month shipment. If seller already send POP photos / video to the buyer then buyer cancel the contract so the buyer should paid penalty 1% from value one month shipment. If buyer wants to see a sight of yard or warehouse of seller directly, Seller shall prepare for all schedules.

   ix.        After buyer receives the profoma invoice, he will sign and send it back to seller and then open 100% Irrevocable UPAS LC / BG MT700. In case Buyer’s bank refuse to issue LC with reason of the Seller under Confirmation Letter of International Bank System (Beneficiary and Buyer’s Bank) , both of parties have right to cancel this contract and the Buyer shall be without paying penalty as Above Point V.

    x.        Within 3 banking days from the day seller’s bank receives SWIFT DLC MT700 from buyer’s bank, seller has to issue 2% Performance Bond by reputable bank in China.

   xi.        Seller provides 2% Performance Bond Guarantee (2% value LC) by reputable bank in Saudi Arabia

  xii.        All loadings can be supervised by the Buyer's Representatives, Delivery and shipment shall commence after the Fulfillment of the procedure.

The Inspection during loading at the Seller’s cost by CCIC/SGS/AK/BV at seller cost. Seller will take payment at unloading port from LC after send all documents by bank-to-bank. Seller can negotiate with L/C by attached SGS quality / quantity / certificate at discharging port. Buyer pays for payment with MT103 after SGS at unloading port.

ARTICLE 11.    DURATION OF CONTRACT:

THE CONTRACT WILL TAKE EFFECT AS FROM THE DATE OF SIGANTURE OF THE AGREEMENT AND FIRST SHIPMENT AS TRIAL SHIPMENT WITH TENDENCY TO RUN FOR ONE YEAR, BUYER WILL SEND BUYING SCHEDULE AFTER DISCUSSION WITH SELLER IN EVERY 12 MONTHS.

THIS CONTRACT MAY BE TERMINATED ONLY ON WRITTEN CONSENT OF ALL PARTIES.

ARTICLE 12.    FORCE MAJEURE:

NEITHER PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE FOR BREACH CONTRACT CAUSED BY ACTS OF GOD, INSURRECTION OR CIVIL WAR, MILITARY OPERATIONS OR LOCAL EMERGENCIES OR ANY OTHER ACT THAT IS CONSTRUCTED BY THE INTERNATIONAL CHAMBER OF COMMERCE AS FORCE MAJEURE.

ARTICLE 13.    DISAGREEMENT OR DISPUTE:

THE BUYER AND THE SELLER SHALL SETTLE ANY DISPUTE ARISING THE PERFORMANCE OR CONSTRUCTION OF THIS CONTRACT IN AN AMICABLE WAY. IN THIS CASE OF A FAILURE TO DO SO, ONE OR MORE ARBITRATORS APPOINTED ACCROING WITH THE SAID RULES, WHOSE RULINGS SHALL BE FINALLY SETTLE THE MATTER UNDER THE RULES OF ARBITRATIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE IN THE EUROPEAN ARBITRAL TRIBUNAL IN STRASBOURG.

ARTICLE 14.    EXECUTION AND AMENDMENTS OF THIS AGREEMENT:

THIS CONTRACT AND ANNEXURE “A” CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES FOR A YEAR.THE CONTRACT SHALL BE EXECUTED SIMULTANEOUSLY IN TWO (2) COUNTERPARTS IN ORIGINAL. ANY CHANGES OR AMENDMENTS TO THIS CONTRACT, SHALL BE MADE IN WRITING AND SIGNED IN ORIGINAL BY BOTH PARTIES.

ARTICLE 15.    NON CIRCUMTAVENTION AND NON-DISCLOSURE AGREEMENT:

THE PARTIES TO THIS CONTRACT HEREBY ACCEPT AND AGREE TO PROVISIONS OF NON-CIRCUMBENTION AND NONDISCLOSURE WITH REGARDS TO ALL PARTIES INVOLVED IN THIS TRASACTIONS, ADDITIONS, RENERWALS AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FROM THE DATE OF EXCECTUON OF THIS AGREEMENT.

THE PARTIES AGREE THAT THEY SHALL NOT, FOR A PERIOD OF SEVEN (7) YEARS FROM THE DATE OF THIS AGREEMENT, ATTEMPT, DIRECTLY OR INDIRECTLY, TO CONTACT THE OTHERS’ BUSINESS AND PROFESSIONAL SOURCES OR CONTACTS (INCLUDING BANKS, INVESTORS, SOURCES OF FUNDS, ETC.) (“BUSINESS SOURCES”), OR NEGOTIATE WITH ANOTHER PARTY’S BUSINESS SOURCES OR MAKE USE OF ANY CONFIDENTIAL OR PRIVATE INFORMATION OF ANY OF THE OTHERS, EXCEPT THROUGH THE RELEVANT OTHER PARTY, OR WITH THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY AS TO EACH SUCH CONTACT. FOR THE AVOIDANCE OF DOUBT, THIS MEANS THAT THE PARTIES SHALL NOT CONTACT, ANSWER TO EMAILS, MAKE OFFERS, DEAL WITH OR ENTER INTO ANY KIND OF BUSINESS TRANSACTIONS WITH ANY BUSINESS SOURCE PROVIDED BY THE OTHER UNLESS WRITTEN PERMISSION HAS BEEN OBTAINED FROM THE OTHER RELEVANT PARTY DISCLOSING THE SAME. THE RESTRICTIONS STATED ABOVE SHALL NOT APPLY WHEN ONE PARTY HAD A PREVIOUS ACTIVE BUSINESS RELATIONSHIP WITH THE RELEVANT OTHER PARTY’S BUSINESS SOURCE, OR WHERE A PARTY LEARNS OF ANOTHER PARTY’S BUSINESS SOURCE BY A WHOLLY INDEPENDENT THIRD PARTY IN GOOD FAITH AT SOME POINT IN THE FUTURE. IF THIS PARAGRAPH IS NOT ADHERED, THE RESPONSIBLE PARTY IS LIABLE FOR ALL DAMAGES OR LOST POSSIBLE PROFITS OF A DAMAGED PARTY. 

THE PARTIES AGREE NOT TO DISCLOSE ANY OF EACH OTHERS’ CONFIDENTIAL INFORMATION TO ANYONE ELSE, UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY THE RELEVANT OTHER PARTY. FOR THE PURPOSES OF THIS AGREEMENT, “CONFIDENTIAL INFORMATION” SHALL MEAN ANY KIND OF CLEARLY PRIVATE, SENSITIVE OR CONFIDENTIAL INFORMATION INCLUDING (WITHOUT LIMITATION), UNOFFICIAL OR HIGHLY PERSONAL INFORMATION RELATING TO ANY OF THE PARTIES, AND INFORMATION OF WHATEVER NATURE REGARDING THE BUSINESS ARRANGEMENTS OF ANY OF THE PARTIES THEMSELVES OR THEIR EMPLOYEES, CLIENTS AND ASSOCIATES, INCLUDING BUSINESS WORKINGS, PLANS, FEE AGREEMENTS, CONTRACTS, AND/OR LITERARY WORKS SUCH AS MANUSCRIPTS, SCREENPLAYS, TREATMENTS AND SYNOPSES. THE REQUIREMENTS OF THIS AGREEMENT AS REGARDS TO CONFIDENTIAL INFORMATION SHALL NOT APPLY TO ANY INFORMATION WHICH HAS BEEN LEGALLY PUT INTO THE PUBLIC DOMAIN, OR WHEN THE RELEVANT PARTY LEGITIMATELY LEARNS OF THE CONFIDENTIAL INFORMATION IN QUESTION BY A WHOLLY INDEPENDENT THIRD PARTY IN GOOD FAITH AT SOME POINT IN THE FUTURE. IF THIS PARAGRAPH IS NOT ADHERED, THE RESPONSIBLE PARTY IS LIABLE FOR ALL DAMAGES OR LOST POSSIBLE PROFITS OF A DAMAGED PARTY. 

ARTICLE 16.    CLAIMS:

SHIPMENT MUST HAVE A CERTIFICATE OF QUALITY, QUANTITY AND WEIGHT ISSUED BY AN INDEPENDENT INTERNATIONAL SURVEYOR (SGS), BUREAU VERITAS (BV) OR SUPER INSPECT AT LOADING PORT OF THE SELLER AT PRESENCE OF BUYER RESPRESENTATICE (WITH BUYER EXPENSE).

ARTICLE 17.    SHIPMENT CONDITIOONS AND CONTRACT PENALTIESS:

17.1 SHIPMENT CONDITIOONS:

Within 30 days from the day seller receives final LC, all goods have to be reached destination port at Korea

- Within 5 days from the days all goods reach destination port at Korea, buyer has to organize SGS and send original SGS result to buyer for making payment documents;

- In case within 30 days, all goods are still not reached destination port without force maejure reason, seller has to give penalty 1% contract value and buyer can reject to release LC;

17.2 CONTRACT PENALTIESS:

In case shipment is delayed more than shipment date : 30 days in contract, seller doesn't do shipment for buyer or goods aren't same quality and purity like agreement, buyer can reject to receive goods and seller has to bear 1% contract value for penalty

- In case goods are reached destination port on time and the quality is as same as agreement but buyer doesn't receive goods, buyer has to bear 1% contract value for penalty;

ARTICLE 18.   SPECIAL PROVISIONS:

18.1 THIS AGREEMENT IS TO BE EXECUTED IN TWO (2) COUNTERPARTS. THE DATE OF EFFECTIVE EXECUTION SHALL BE CONSIDERED TO BE THE LETTER OF THE DATES WRITTEN AGAINST THE SIGNATURES OF THE SIGNATORIES BELOW. ALL COMMUNCIATIONS RELATED TO THIS AGREEMENT SHALL BE WRITTEN IN ENGLISH. THE PARTEIS AGREE THAT THIS CONTRACT MAY BE SIGN AND SENT BY COURIER. COPIES OF THIS CONTRACT SENT BY EMAIL / FAX SHALL CONSTITUTE A LEGAL ORIGINAL.

18.2. IF INDIVIDUAL CLAUSES OF THE PRESENT CONTRACT SHOULD BE DECLARED NULL AND VOID IN COURT, ARE NOT LEGALLY EFFECTIVE OR LOSE THEIR LEGAL FORCE DUE TO ANY CIRCUMSTANCE ARISING AT A LATER DATE, THE EFFECTIVENESS OF THE REMAINING CLAUSES OF THIS CONTRACT REMAINS UNAFFECTED.

18.3 ANY AMENDMENTS OR ADDITIONS TO THIS CONTRACT AGREED BETWEEN THE PARTIES SHALL BE VALID IF MADE IN WRITING AND DULY SIGNED BY THE PARTIES OR THEIR AUTHORIZED REPRESENTATIVES AND SEALED BY THE PARTIES

18.4. NEITHER OF THE PARTIES MAY TRANSFER ITS OBLIGATIONS AND RIGHTS HEREUNDER TO ANY THIRD PARTIES PRIOR WRITTEN CONSENT OF THE OTHER PARTIES.

18.5 IN CASE IF CHANGES TO ANY DETAILS OF THE PARTY, SUCH PARTY MUST INFORM ON THAT OTHER PARTIES WITHIN TWO BUSINESS DAYS FROM SUCH CHANGE TOOK PLACE. OTHERWISE A PARTY MAY NOT REFER TO ANY ABSENCE OF A DOCUMENT OR A PAYMENT DUE IN CONNECTION WITH ANY CHANGES TO ITS DETAILS.

18.6 THE SELLER WILL KEEP ALL INFORMATION BUSINESS WITH RINO INTERNATIONAL LIMITED IN SECRET AND WILL NOT GIVE ANY INFORMATION ABOUT BUSINESS WITH RINO INTERNATIONAL LIMITED (BUYER) ESPECIALLY ABOUT PRICES, CONTRACTS, CONDITIONS, NEGOTIATIONS OR TECHNICAL INFORMATION TO ANYONE OT TO ANY THIRD PARTY WITHOUT WRITTEN AGREEMENT OF RINO INTERNATIONAL LIMITED  (BUYER). NOTHING IN THIS AGREEMENT PROHIBITYS THE SELLER FROM PROVIDING REQUIRED INFORMATION TO A GOVERNMENTAL AGENCY OR FROM TESTIFYING UNDER THE POWER OF A LAW IN A COURT OF COMPETENT JURISDICTION.

ARTICLE 19.   GUARANTEES OF THE PARTIES:

19.1 EACH PARTIES GUARANTY TO THE OTHER PARTIES AS FOLLOWS:

19.1.1 BEING A LEGAL ENTITY DULY REGISTERED IN THE COUNTRY OF RESIDENCE;

19.1.2 ENTERING INTO THIS CONTRACT SHALL NOT FORM A BREACH OF ANY APPLICABLE LAWS, PROVISIONS OF ITS CONSTITUENT DOCUMENTS AND ANY AGREEMENT OF SUCH PARTY WITH THIRD PARTIES;

19.1.3 THIS CINTRACT IS EXECUTED FOR AND ON BEHALF OF A PARTY BY A DULY AUTHORIZED PERSON, ALL CONSENTS AND APPROVALS FOR EXECUTIONS OF THIS CONTRACT (IF ANY) HAVE BEEN DULY RECEIVED.

19.2 THE SELLER GUARANTEE TO THE BUYER THE FOLLOWING:

19.2.1 THE GOODS ARE NOT CHARGE OR SEQUESTRATED, RECEIVED INTO OWNERSHIP ON LEGAL BASIS, FREE FROM ANY CLAIMS OF THIRD PARTIES, FREE OF ANY ENCUMBRANCE,

19.2.2 THE BUYER GUARANTEE TO THE SELLER NOT USE THE GOODS FOR WAR OR ANTI-HUMANE PORPOSE.

ANNEX “B”

PASSPORT COPY OF SELLER AND BUYER CONTRACT SIGNATORIES

SELLER COPY PASSPORT:

BUYER COPY PASSPORT:

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT BY THEIR RESPECTIVE AUTHORIZED.

SIGNATORY AS OF THE ABOVE WIRTTEN.

SIGNATURES AND SEAL OF THE PARTIES:

THE SELLER:                                             THE BUYER:                                                                 

WARNING LETTER FOR BUYER AND SELLER

                          Contract No: ……/XXX/1002 Date: 1^ST day of JUNE 2018 

This is a very important message to anyone involved in the commodities industry on the new measures with respect to Buyers and Sellers conducting transactions.  From now on, if an ICPO, LOI, RWA, or SBCL -PB is issued and the document is not real, true and/or actually verifiably factual, the Buyer will be able to inform the F.B.I., I.C.C., and INTERPOL. In addition, after an F.C.O. is sent to the Buyer, there should be a formal answer to Seller from Buyer in a timely manner in accordance with the agreement between parties.   If there is no response from the Buyer in a timely manner, the buying company will be reported to the F.B.I., I.C.C. and INTERPOL. If this action is repeated by sellers, they too will also be reported for abuse of the NCND, LOI, ICPO, AND RWA OR BCL, FOR THIS IS NOW A FEDERAL OFFENSE.  It is important to transmit this to all clients that work with providers that are members of the I.C.C., F.B.I., and other international organizations.  From this point forward, the international codes will be strictly enforced to exclude all intruders that send or transmit false information.  Those who submit a false NCND/IMFPA, LOI, ICPO, RWA or BCL, or FCO, as well as FALSE PROOF OF PRODUCT (POP), FALSE PROOF OF FUNDS (POF) WILL BE CHARGED WITH A CRIME.  This offense went into effect on November 15, 2008 after a meeting was held between the Federal Reserve, European Central Bank, Interpol, Federal Bureau of Investigation and Central Intelligence Agency. The reason for this measurement is to protect the commodities industry which is a fundamental part of the world’s economy.  I have read and understood the severity of the warning above and do realize the serious impact that pertains to all

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