SCAMAtakpame Metals Import Export and JK MINERALS MINING COMPANY Reports & Reviews (1)
Atakpame Metals Import Export and JK MINERALS MINING COMPANY Contacts
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Scammer's address No.225 Avenue Pape Jean Paul 11. 05 BP 500 Lome Togo. Tel 228 90 54 97 16.
Scammer's email [email protected] and [email protected]
Country United States
Victim Location IL 60617, USA
Total money lost $3,000
Type of a scam Other
SALES AND PURCHASE AGREEMENT – (DRAFT)
This Sale and Purchase Agreement for Gold Bars is made and entered into on the 22nd June, 2018. - BETWEEN:
SELLER
[Hereinafter referred as the Seller]
AND
BUYER
[Hereinafter referred as the Buyer]
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:
WHEREAS: Seller agrees and warrants, under penalty of perjury, to sell AU Gold in the form of Gold BARS, [hereinafter referred as “Gold BARS”].
WHEREAS: Buyers agrees and warrants, under penalty of perjury, to Purchase the Seller's Gold Dore BARS at an agreed lift period.
NOW THEREFORE: In consideration of the promises and mutual covenants herein set forth, both Parties agree to the Terms and Conditions as follows:
SCOPE OF AGREEMENT
The Seller, under full authority and responsibility, represents that he has the clear and qualified right to sell the Gold Dore Bars. The seller declares that he has full title and possession of the offered AU (GOLD), of non-criminal origin, and with no liens and/or encumbrances attached or pending, under the terms of this contact.
The Buyer, under full corporate authority and responsibility represents that he has the full financial capability to purchase the Gold Bars.
We Seller, undersigned, hereby confirm with full corporate responsibility, under penalty of perjury, that we are the lawful owners and the seller for the below-referenced Gold. We declare that we are ready, willing and able to all of it to you, it being in the form of RAW NATURAL GOLD, i.e. GOLD BARS. We further declare that our merchandise is true and correct, of non-criminal origins, and ready for sale and export.
This Sale and Purchase Agreement, submitted either by via email, facsimile-mail or in hard copy, shall be accepted as an original and binding document by all parties involved in this transaction. We, as the lawful owners of said Gold, are ready, willing and able to sell the same to you, under the following terms and conditions:
DESCRIPTION OF COMMODITY:
SALES PROCEDURES ARE AS FOLLOWS
Seller sends Copy of Company’s document, Sales and Purchase Agreements to the buyer and the buyer signs the SPA and returns it to the seller.
Seller sends to Buyer Ownership Certificate and (Company Reg. Copy, Export License Copy, Business License Copy, Mining Permit Copy)
Seller sends a signed SPA to Buyer the Sales and Purchased Agreement with not less than one (1) year validity.
Seller can proceed with documentation after Seller and Buyer has signed the agreement.
For the processing and shipping of the documents and buyer will be updated upon every documentation and below are the following documents to be given to the buyer when the product is about to leave the country.
Buyer pays the import tax, custom fee and security van cost from buyer’s International airport to buyer’s refinery. Buyer also pays the VAT, assay and melting cost and the security cost during the processing period at buyer’s refinery.
Seller Refinery issues the assay report after the gold arriving at buyer’s refinery.
Buyer pays 72 hours once the final assay report is released by the buyer refinery and accepted by both the buyer and the seller for the raw delivered gold in NET WEIGHT with purity 99.99% or better with 24 carats.
It is agreed between the parties that the price is calculated as herein above mentioned in USD.
Final payment shall be made against presentation of the following documents:
Final Assay Report issued by The Refinery.
Commercial Invoice based on the Final Assay Report that is signed, accepted and signed by Buyer or Buyer's representative. The said invoice will indicate the following:
Purity of the Alluvial Gold bars.
Quantity in Ounces and kilograms.
Value of the Gold that is based on the real contents of the AU in the quantity delivered to and from The Refinery.
Upon having the payment settled to the Seller (Authorized Signatory), the latter will provide the Buyer with the Certificate of Transfer of Ownership and other standard documents required.
Seller changes the ownership to the buyer once full payment is done and received.
The ownership belongs to the seller before the payment.
DOCUMENTS
Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegates arrive at the Airport of destination:
1: Commercial Invoice in favor of the Buyer or its assigns
2: Certificate of Origin
3: Certificate of Ownership
4: Local Government Assay Report
5: Local Government Tax Clearance Certificate and Export Permit
6: Insurance from a reputable company
7: AU Metal is confirmed by the SELLER to be freely tradable and exportable worldwide
8: Name of Assignee to cargo and Airway Bill number
9: Export License(ect)
It is agreed between the parties that the price is calculated as herein above mentioned in USD.
* Final payment shall be made against presentation of the following documents:
* Final Assay Report issued by buyer Refinery.
* Commercial Invoice based on the Final Assay Report that is signed, accepted and signed by Buyer or Buyer's representative. The said invoice will indicate the following:
*Purity of the Alluvial Gold bars.
*Quantity in Ounces and kilograms.
*Value of the Gold that is based on the real contents of the AU in the quantity delivered to and from The Refinery.
*Upon having the payment settled to the Seller (Authorized Signatory), the latter will provide the Buyer with the Certificate of Transfer of Ownership and other standard documents required.
PAYMENTS:
Each shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegate's arrival at the port of destination:
Four original of Commercial Invoices in favor of the Buyer.
BELIEVED TO CONTAIN GOLD DEPOSITS SUBJECT TO FINAL ASSAY FORM
Certificate of Ownership.
Declaration that the product is free and clear, of non-criminal Origin, unencumbered and free of any liens, transferable and exportable.
SELLER – BUYER BANK DETAILS:
SELLER’S DESIGNATED BANKING COORDINATES
BUYER’S DESIGNATED BANKING COORDINATES
PAYMENT TERMS
Payment for each Commodity shall be made by SWIFT transfer to the Seller's designated bank, in clean, clear United States Dollars of non-criminal and non-terrorist origin, within72 hours. 100% Swift Wire Transfer After assay report – SWIFT MT103 – Bank to Bank - (within max. 3 banking days upon issuance of the Assay Report)
OBLIGATIONS OF BUYER
Buyer irrevocably undertakes that the Gold Bar remains the property of Seller until Seller has received full payment of the price quoted under.
Buyer confirms to import the Gold Bar into Hong Kong (or) observing all legal regulations.
Buyer is taking full responsibility for Seller to receive hard copy of the first assaying certificate for Gold Bar not later than four banking days after delivery.
Buyer pays all costs which arise after delivery to the point of delivery specified under (VAT, insurance, Import customs duty, Security transport airport to Refinery, assaying, processing, extern Lab & intern Lab, bank charges ect.)
NON-CIRCUMVENTION AND NON-DISCLOSURE:
The buyer and seller and their respective agents undertake to maintain absolute and total confidentiality concerning this contract except where legal or statutory requirements require otherwise.
The parties hereto agree to respect each other's proprietary interests and not to reveal details and/or information to parties and/or individuals other than those who are the officers involved in handling this transaction. Except without the written consent of the other party, no communication is to be made by one party to other party's bank, its handling officer(s) and/or manager(s).
In the event that this transaction does not materialize, is not concluded or will just reach the stage where the Seller was able to know the particulars and material Information or coordinates of the Buyer, the latter is prohibited to use and utilize that information or coordinates for purposes of contacting directly the Buyer herein to continue the failed transaction or similar arrangements involving the same commodity or dealings.
Such prohibition will be in force and effect for a period of Five (5) years from the date of execution hereof
WARRANTIES:
The Seller warrants in favor of the Buyer that, as at the execution of this SPA and or the duration thereof:
it shall have all necessary licenses to trade in and export the Commodity;
it shall observe all applicable laws and regulations supplying the Commodity to the Buyer; and
The Commodity is in no way associated with criminal or terrorist activity or any other activity, organization or entity which is subject to United Nations sanctions.
The Buyer warrants in favor of the Seller that, as at the execution of this SPA and other duration thereof:
it shall have all necessary licenses to trade in and import the Commodity;
it shall observe all applicable laws and regulations buying the Commodity from the Seller; and
The funds used to pay for the Commodity is in no way associated with criminal or terrorist activity or any other activity, organization or entity which is subject to United Nations sanctions.
INDEMNIFICATION:
Seller hereby indemnifies and holds harmless The Buyer, its directors, officers, employees, representatives, agents, affiliates, subsidiaries and/or their respective assigns, against any and all claims, damages, civil and/or criminal liabilities, including reimbursement for attorney’s fees, which arise, whether in whole or part, from reliance by The Buyer/Seller upon the representations and warranties made by Seller/Buyer As set forth within this Agreement and/or in the documents presented and/or executed by Seller/Buyer.
LIMITATION of LIABILITY:
Seller understands and agrees that The Buyer in acting pursuant to this Agreement and may be using information in public reports and other information provided by others, including information provided by Seller, and that the Buyer does not assume any responsibility for the accuracy or completeness of such information. The Seller also understands and agrees that the seller and will be solely responsible for all possible tax issues and other charges from any governmental body which may arise for Seller portion of the proceeds paid to it.
FACSIMILE ACCEPTABLE:
A facsimile copy of this agreement shall constitute a legal and binding instrument. By setting forth my hand below I warrant that I have complete authority to enter
RELIANCE:
The Buyer or any of its agents or contacts have or will not provide legal, tax or accounting advice to Seller, and confirms that the Seller will rely on its own counsel and accountants for such legal, tax and accounting advice.
NATURE OF RELATIONSHIP:
The Buyer, its/their employees, agents, and representatives are independent from Seller, and have no responsibility for any other costs associated with Seller business, such as taxes. Without limiting, modifying, or restricting, any Article herein, and their respective Schedules and/or Addenda, the parties to this Agreement hereby agree that each individual or entity receiving any form of financial gain as a result of this agreement shall be solely responsible for the payment of any taxes, liens, imposts, or levy, resulting from said entity or individual having received said financial gain as a result of this Agreement, and hereby holds harmless, each to the other or others, from any responsibility resulting from said financial gain.
GOVERNING LAW and JURISDICTION:
This Agreement shall be governed by and construed and enforced in accordance with the laws of United Kingdom, which law shall be the applicable law governing the construction, performance, interpretation, execution, enforceability, validity and any other such matter regarding this Agreement.
SEVERABILITY:
The invalidity of any portion of this Agreement will not, and shall not, be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
BINDING ARBITRATION:
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration(LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat or legal place of arbitration shall be the City of London, England, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the substantive law of the United Kingdom. No dispute arising out of or in connection with this Agreement may be settled by any other tribunal or court of any other Country or jurisdiction.
COMPLIANCE:
The Buyer and its banks buy sell transaction cannot be held responsible for termination of this buy sell transaction, for political reasons and any other requirements from the funding banks, the transaction banks, the Federal Reserve and other such organizations. The transaction always has to pass and be accepted by due-diligence, and without this acceptance the Buyer can at any time cancel the transaction, even if it is signed, confirmed and accepted by both parties. The Seller is to supply The Buyer with all such documentation as required to proceed. This transaction is in USD currency and has to receive the approval for each and every tranche from the funding banks and or organizations that set the rules, change the rules or cancel the rules.
BINDING AGREEMENT:
Upon execution of this agreement by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this agreement.
CONFIDENTIALITY:
The Seller shall indicate to the Buyer which information (including oral information), material or data supplied by Seller to the Buyer is confidential (the “Confidential Information”). Seller shall mark as “Confidential or Proprietary” or such other designation of similar import on all written information, and other materials, which are confidential. The Buyer agrees to use reasonable precaution with and in accordance with customary procedures for handling Confidential Information and in accordance with safe and sound banking and commercial practices, not to disclose or allow to be disclosed any Confidential Information except to those consultants, legal counsel, firms or corporations to whom disclosure by the Buyer is required in connection with rendering of their services to the Seller. Hereunder, nothing herein shall limit the disclosure of any Confidential Information where such disclosure is required by statute, regulations, and rule of judicial process, or in connection with any litigation, governmental agency requirement or pursuant to legal process.
COMPETITION:
The Buyer, free to enter into any agreement providing for or supplying services to other companies and enterprises that deal with dissimilar or the same type of scope of service under this Agreement, provided that any such service will not cause a detriment to the quality of service provided the Buyer to Seller under this Agreement.
APPLICABLE LAW:
In any action or proceedings to enforce the arbitral award of the arbitration has failed, the Law of the England shall apply and venue of action shall be in London, UK.
IMPORTANT NOTICE:
This is a very important message to any person or entity involved in the commodities industry on the measures we have adopted with respect to buyers and sellers of gold transactions. If any documents, or communications, (including by post, facsimile, email, Skype, and mobile phone texts) are issued to us which prove to be fake, be they from buyers or sellers, we will inform the relevant authorities including, but not limited to, the Financial Crime Unit, The Serious Fraud Office, INTERPOL, I.C.C. DMCC and the FBI.CIA, RCMP, etc..
PARTNERSHIP:
Nothing contained in this SPA shall be construed or have an effect as constituting any partnership or joint venture between the parties to this SPA.
EXECUTION OF THIS AGREEMENT
The terms of this Agreement may be confirmed and signed by the Buyer and the Seller via facsimile or Email. Said executed facsimile or email shall be binding and concludes the legal liabilities between Buyers and Seller of this Agreement.
All signatories hereto acknowledge that they have read and each party fully understands the terms and conditions contained in this Agreement and by their initials and signatures hereby unconditionally agree to its terms as of the date noted herein.
BY SIGNING BELOW, both parties abide by their corporate and legal responsibilities and execute this Agreement on the date written above: 22nd June, 2018.
This Sale and Purchase and Agreement is subject to approval of the Seller`s export documents.
by the SELLER, AUTHORIZED SIGNATORY:
I, MR. KOKOUVI HAMZA BAKI hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein is accurate and true and that I have read and understood the full contract. Signed and sealed on the date indicated below by the signature.
Signature & SEAL Date: June 22, 2018
COMPANY: ATAKPAME METALS IMPORT & EXPORT
REPRESENTED BY: MR. KOKOUVI HAMZA BAKI
PASSPORT No: EB241542
BY THE BUYER/ authorized signatory:
I,XXXXXXXXXXXXXX hereby swear under the International Laws of Perjury and Fraud that the information provided by me herein is accurate and true and that I have read and understood the full contract. Signed and sealed on the date indicated below by signature:
SignaturE & SEAL Date: June 22, 2018
COMPANY:
REPRESENTED BY:
PASSPORT No:
“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”
Private & Confidential - Not for circulation
SELLER PASSPORT COPY
BUYER PASSPORT COPY
ATAKPAME METALS IMPORT & EXPORT
Route Nationale N°18, Qrtier Aggbonou Kpotamé
ATAKPAME - REPUBLIC OF TOGO
Tel: +228 +228 93 50 79 31 / Fax: ++228 22 22 01 65
E-MAIL: [email protected]
Export License No. PE 4621/18 AT Business License No. 2007 B 85422145/18 Mining Permit No. 09652H
_______________________________________________________________________________<...⇄ />
OR ANOTHER ONE
SALE AND PURCHASE AGREEMENT FOR AU METAL
Off the Market Deal
This Sale and Purchase Agreement (this “Agreement”) is made and entered into on this 02nd day of August, 2018 (the “Effective Date”) by and between:
Company JK MINERALS MINING COMPANY
Address No.225 Avenue Pape Jean Paul 11. 05 BP 500 Lome
Togo. Tel +228 90 54 97 16.
Represented by Mr. Williams Nana Osei
Passport No. A504785
Nationality TOGO
Hereinafter referred to as “Seller”
AND
Name
Address
Represented by
Passport No..
Nationality
Hereinafter referred to as “Buyer” and “Buyer Representative,” respectively. Buyer and “Seller” are collectively referred to herein as a “Party” or the “Parties.”
WHEREAS, The “Seller” warrants with full legal responsibility and under penalty of perjury and fraud the it has in its own possession and authority the commodity as specified herein ("the Commodity"), that said commodity is free from any liens and. encumbrances, has no criminal origin; nor has it been arranged as a deposit or collateral for a credit line or a financial instrument, and that it is ready, willing and able to deliver the commodity under the terms and conditions as stipulated. In this sale and purchase agreement. In addition, “Seller” warrants that the commodity does not contravene any of the following laws:
A. The Drug Trafficking Act of 1986;
B. The Criminal Act of 1988:
C. The Prevention of Terrorism Act (Temporary, Provisions) of 1989;
D. The Criminal Justice (International Cooperation) Act of 1990;
E. The Criminal Justice Act of 1993;
F. The Trade Secret Act of 1979;
G. The Electronic Espionage Act of 1993 (18 U.S.C. 1839-3);
H. The Antiterrorism, Act and the patriot Acts I and II (2003• and latest Revisions);
I. The Syrian Accountability and Lebanese Sovereignty Restoration Act of 2003;
J. Or any other Illegal or Criminal Activity.
1. DULY AUTHORIZED REPRESENTATIVES
1.1 The “Seller”, duly represented by Mr. Williams Nana Osei CEO of (JKM), shall be the contracting authority and authorized representative of the “Seller” and shall be authorized to act on behalf of the “Seller” with respect to amendments to, or changes in, any of the terms and this Agreement as well as with respect to any documents hereunder. The “Seller” may delegate their authority under this Agreement and may act through their duly appointed representative(s).
1.2 ------------------------- (9) the Buyer, shall be the contracting authority of the Buyer and shall be responsible for the administration and management of this Agreement. The Buyer may delegate his authority under this Agreement and may act through his duly appointed representative(s).
2. COMMODITY SPECIFICATIONS AND QUANTITY. “Seller” agrees to provide gold material (AU Metal) in accordance with and under adherence to the following specifications and quantities (the “Material”):
2.1 Commodity Alluvial Gold/Aurum Utalium (AU)
2.2 Product Form Gold Bars
2.3 Origin Current Location Port of Loading Burkina Faso Togo Lome International Airport - Togo
2.4 Purity 24 Carat + 99.99% (ninety-nine point ninety-nine percent) purity
2.5 Trade Quantity 100 kilograms per month x 12 months
2.6 First & Each Trade Lift Test tranche 20kg-50kg 100Kg per month with rolls and extensions for with mutual agreed tranches schedule.
2.7 Assaying Final assay to be made at the Buyer’s designated refinery and the result of value will be accepted by both Buyer and Seller.
2.8 Refinery
2.9 Packing Export Package Boxes or any other suitable packing commonly used in the trade
2.1 Currency All valuation and payment as part of this transaction shall be made in United States Dollars (“USD”).
3. PRICE CALCULATION
“Seller” and Buyer mutually agree to calculate the Material purchase price (“Material Purchase Price”) based on the Loco-London spot price after the material has been uplifted to bullion with purity of 999.5/1,000 to be provided by the designated refinery in USD. Material Purchase Price instructions for the sale of the Material shall be provided to the Buyer and the “Seller” by the designated refinery before 4:30 PM ( time) Monday through Friday (“Business Day”).
4. PURCHASE PRICE
Buyer and “Seller” agree that Buyer shall purchase the Material at NET fixed price at USD 30.000 per Kg inclusive all “Seller” expenses based on assay result at purity 999.5/ 1000
5. DELIVERY
Seller shall deliver the Material CIF to Buyer’s designated refinery
6. DELIVERY DOCUMENTS
All Delivery Documents must be maintained and transmitted in accordance with the procedures set forth in Section 24.
* Certificate of Purity (assay report issued by international recognized laboratory (e.g. Geological department))
* Commercial Invoice
* Certificate of Ownership
* Certificate of non-criminal origin and, that the gold is Free from Liens and encumbrances
* Packing List
* Safe Keeping Receipt from storage/warehouse
* Certificate of Origin
* All Export documents notarized
* Certificate of insurance
* Customs declaration that all taxes and other duties have been paid.
* Customs declaration and description of boxes quantity weight list describing each shipment transaction.
* Export company declaration that all charges, taxes and any other duties have been paid full.
7. PAYMENT TERMS
Payment in full for the value of the delivered tranche is due upon availability of Final Assay Report and agreement in price by the Parties according to section 3 and 4 by way of local wire transfer to the designated banks for each respective Parties as set forth in Section 8.
8. BANKING COORDINATES
The Parties agree that all transfers of funds and/or monies will be by way of local wire transfer between Buyer’s and “Seller”.designated local bank, detailed as follows:
8.1 “Seller”Designated Bank
Bank Name DEUTSCHE BANK TRUST COMPANY AMERICAS
Address P.O. BOX 318, CHURCH STREET STATION NEW YORK, NY 10008-0318
SWIFT Code BKTRUS3
Routing Number 021001033
Account Number 25398240063
Account Name JK MINERALS MINING COMPANY
8.2 Buyer’s Designated Bank.
Bank Name
Account Name
Account Signatory
HKID Number
Nationality
Account Number
SWIFT Code
Bank Officer’s Name
Bank Officer’s Email
Bank Officer's Tel.
9. PROCEDURE
Buyer and “Seller”.shall execute this Agreement in accordance with the terms herein.
9.1 Proof of Product Documents. Within five (5) Business Days after execution of this Agreement, Seller will provide the following documents to the Buyer to demonstrate Proof of Product as follows:
* Certificate of Purity (assay report issued by international recognized laboratory (e.g. Geological department))
* Commercial Invoice
* Certificate of Ownership
* Certificate of non-criminal origin and, that the gold is Free from Liens and encumbrances
* Packing List
* Safe Keeping Receipt from storage/warehouse
* Certificate of Origin
* All Export documents notarized
* Certificate of insurance
* Customs declaration that all taxes and other duties have been paid.
* Customs declaration and description of boxes quantity weight list describing each shipment transaction.
* Export company declaration that all charges, taxes and any other duties have been paid full.
9.2 Shipment Confirmation. “Seller shall arrange the shipment on a CIF basis and notify the Buyer of the estimated arrival date by sending copy of all the shipping documents as per section 6 to Buyer via electronic mail and buyer will purchase the flight ticket of seller’s Representative that will transport the trial shipment from Togo to buyer’s Refinery destination for the final assay.
9.3 Physical Inspection of Material. Upon arrival to the Buyer,s Refinery Destination airport and safe storage in a bonded warehouse, the “Seller” Representative shall invite Buyer Representative(s) to physically inspect the products at the bonded warehouse. Upon satisfaction of physical inspection, Buyer Representative, in the presence of “Seller” Representative, shall call the designated refinery to book capacity for assaying the Material.
9.4 Goods Receipt Note. Upon delivery of the Material to the Buyer’s designated refinery, the Buyer Representative, together with representatives from the Refinery and “Seller”, shall open all Material boxes together and weigh all of the Material prior to initiation of the assay. A Goods Receipt Note (“GRN”) shall be issued by the Buyer Representative to the “Seller” Representative to acknowledge receipt and delivery of the Material.
9.5 Full Assay Report. Assaying shall be performed on the same date of delivery and a Full Assay Report shall be issued on the same day from the issuance of the GRN confirming the weight, purity and fineness of the Material.
9.6 Purchase Price Calculation. Upon mutual agreement of the Full Assay Report, the price shall be calculated in accordance with the procedure set forth in Section 3 and 4 of this Agreement.
9.7 Local Wire Transfer. Upon agreement of the Material Purchase Price, Buyer shall pay the DiscountedPurchase Priceby way of local wire transfer as detailed and in accordance with Sections 3, 4 and 7 above, to the “Seller” designated banks account within twenty-four (24).
10. TERM; TERMINATION.
10.1 Term. The initial term of the Agreement, unless terminated sooner in accordance with Section 10.2, will continue in full force and effect for ninety (90) days from the Effective Date (the “Term”). Thereafter, the Term shall extend automatically for terms of nine (9) months(each, a “Renewal Term”), unless either Party gives at least sixty (60) days written notice to the other of its desire to not extend the Renewal Term.
10.2 Termination. Notwithstanding the foregoing, this Agreement may be terminated at any time prior to the expiration of the initial Term or any Renewal Term only (i) by mutual written consent of Seller and Buyer; (ii) by either Party by delivering a written notice of termination if the other Party breaches any provisions of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of such breach; provided, however, that if the breach is cured within thirty (30) days of the termination notice, the termination shall not be effective; or (ii) immediately by either Party in the event the other Party is adjudicated bankrupt; a petition in bankruptcy is filed either by or against the other Party; the other Party makes any assignment for the benefit of creditors; or a receiver is appointed for a substantial part of the other Party’s assets or business. The termination of this Agreement, for any reason, will not eliminate any liability or obligation of any Party hereto arising out of its conduct prior to the date of termination.
11. TITLE OF GOODS
The title of the Material shall pass from the “Seller” to the Buyer once the Payment are received by the “Seller”respectively, and receipt thereof is confirmed by each designated bank(s), as detailed in Section 8.
12. SECURITY, CUSTODY, AND LOSS
Both Parties warrant that each shall take good care, custody and control of the Material under their possession and will bear all risk of loss or damage while in its possession. It is understood and maintained that the “Seller” shall maintain adequate insurance coverage to protect the Material until delivery is perfected to Buyer’s designated refinery. It is further understood and maintained that the Buyer shall maintain adequate insurance coverage to protect the Material upon receipt and acceptance of the Material at its designated refinery up until the transaction is completed.
13. TAXES AND INSTITUTIONAL COSTS
The Parties hereto individually and separately accept that all liabilities for taxes, levies, duties, charges, and any institutional costs application in the execution of their respective rules and regulations will be covered by each respective Party. The Parties agree they shall only be responsible for the commissions and fees that they have agreed in writing to pay.
14. INDEMNIFICATION
The “Profit Share Seller” agrees to indemnify, defend and hold harmless the Buyer and its directors, officers, employees, agents, and assigns, from and against any and all claims arising from or related to the ownership of the Material.
15. CONFIDENTIALITY AND NON-DISCLOSURE
This Agreement and all information related to this Agreement and the related work (collectively, “Confidential Information”) are confidential. Each Party agrees not to use Confidential Information disclosed to it for such Party’s own use or for any purpose other than to carry out discussions concerning and the undertaking of this Agreement. Neither Party shall disclose or permit to be disclosed any Confidential Information to third parties or to any other party other than directors, officers, employees, consultants, affiliates, and agents who need the Confidential Information in order to perform the obligations under this Agreement. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent such Confidential Information from falling into the public domain or the possession of persons or entities other than persons or entities authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the same degree of care either Party uses to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each Party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to such Party’s attention. The foregoing shall not apply to information which is known to the receiving Party at the time of disclosure, is or becomes public knowledge through no fault of the receiving Party or which is independently developed by the receiving Party without reference to the Confidential Information, or is required to be disclosed pursuant to a court of law.
16. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall insure to the benefit of and be binding upon the respective successors and assigns of the Parties, provided that Confidential Information of the disclosing Party may not be assigned, whether voluntarily or involuntarily or by operation of law, without the prior written consent of the disclosing Party, which may be withheld or denied in the sole and absolute discretion of the disclosing Party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
17. FORCE MAJEURE
The Parties hereto shall not be liable for any failure to perform in the event of acts of God, fire, windstorm, flood, explosion, collapse of structures, riot, war, labor disputes, delays or restrictions by governmental bodies, inability to obtain or use necessary materials, or any causes beyond the reasonable control of such Party.
18. SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision(s) were so excluded, and (c) the balance of the Agreement shall be enforceable in accordance with its terms.
19. GOVERNING LAW; JURISDICTION
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed, construed and interpreted in accordance with the laws of Hong Kong Special Administrative Region, without giving effect to principles of conflicts of law.
20. ARBITRATION
The Parties agree to make every effort to solve any controversy, claim, or dispute arising out of or related to this Agreement in an amicable manner. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which is not settled between the Parties themselves, shall be settled under the rules of the International Chamber of Commerce (“ICC”) in accordance with its rules for a pre-arbitral referee procedure. All controversies, claims, disputes and settlements arising out of or in connection with this Agreement shall be settled by one or more arbitrators that shall be appointed or designated in accordance with the rules of the ICC. All settlements and resolutions resulting from the arbitral proceedings shall be binding upon the Parties. The language of the arbitration shall be English.
21. AMENDMENT AND WAIVER
Any term of this Agreement may be amended with the written consent of the Parties, which consent specifically references this Agreement. Any amendment or waiver effected in accordance with this Section shall be binding upon the Parties and their respective successors and assigns. Failure to enforce any provision of this Agreement by a Party shall not constitute a waiver of any term hereof by such Party.
22. REPRESENTATIONS
The Parties mutually represent that neither Seller, Buyer, nor its duly authorized representatives have given, offered, received or solicited anything of value to influence the actions of any official or employee of the other.
23. ENTIRE AGREEMENT
This Agreement is the product of both of the Parties, and constitutes the entire agreement between such Parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the Parties hereto regarding such transactions are expressly cancelled.
24. DOCUMENT REQUIREMENTS
All additional documents, including but not limited to, Delivery Documents (as described more fully in Section 6), Proof of Product Documents (as described more fully in Section
9.1), GRN (Section 9.4), and the Full Assay Report (Section 9.5) shall be maintained in their original format, scanned electronically into portable document format (.pdf), and transmitted via electronic mail to the buyer. All electronic copies shall have the same force and effect as the original in the event of loss or destruction of the original.
25. EXECUTION AND COUNTERPARTS
This Agreement may be executed by a Party’s signature transmitted by portable document format (.pdf), and copies of this Agreement so executed and delivered shall have the same force and effect as an original. This Agreement may be executed in two or more counterpart signature pages, each of which shall be deemed an original, but all of which together shall coordinate one and the same instrument.
26. NOTICES
Any notice given pursuant to this Agreement shall be made in writing and shall be deemed given on the date received if delivered personally or by recognized overnight courier. The address for notices shall be set forth in the beginning of this Agreement, above.
IN WITNESSETH WHERE OF, the Parties have executed this Agreement as of the Effective Date. 02-08-2018
JK MINERALS MINING COMPANY Buyer
By__________________________ __________________________
Name:Mr Williams Nana Osei Name:
Its: Representative
Passport No:A504785 Passport No.:
Nationality: TOGO Nationality: