SALE AND PURCHASE AGREEMENT

Date : ____________, 2020

KNOW ALL MEN BY THESE PRESENTS:

This SALE AND PURCHASE AGREEMENT is entered into by and between:

Mr. / Ms. _____________ with address at ___________ City and hereinafter referred to as the SELLER.

And

The BUYER’S GROUP of _____________________ a duly registered in accordance with the laws of the
Republic of the Philippines, herein represented by Mr. / Ms._______________ , and hereinafter
referred to as the BUYER.

WITNESSETH: That

WHEREAS, the SELLER hereby represents that she/he has under her/his possession and absolute
control, that the asset more commonly known as GOLD , AURIUM UTALIUM, (AU) and is determined
to sell same said metal asset.

WHEREAS, the BUYER irrevocably confirms and warrants with full corporate responsibility and full
legal authority , under penalty of perjury, that it has the financial capability to purchase said metal
asset of the SELLER with good , clean and legal funds and free from all liens and encumbrances.

NOW THEREFORE, for and in consideration of the representations made by both parties, acceptance
of which is hereto acknowledged by the same parties, both parties hereto AGREE, as they have hereby
AGREED, on the following terms and conditions, to wit:

1. ASSET/COMMODITY
The object of this transaction is that the precious metal, more commonly known as GOLD (Au)
with the following specifications:
1.1 COMMODITY Au Metal Gold Bar
1.2 FORM Bar Form
1.3 WEIGHT ( ) 6.2 kg. / ( ) 74.6kg.
1.4 QUANTITY ( ) bars.
1.5 KARATS Subject for Assay
1.6 FLAT RATING ASSAY 18K, 21K, 22K, 23K, 24k , 18k below subject to
negotiation
2. VENUE ( Neutral Place )
Place of implementation is in HOTEL______________________
Venue of Major Banks for Payment ______________________
3.
PRICE/PROCEEDS DISTRIBUTION :
Payment will be at pre-agreed major Philippine Bank
The parties have agreed that basis of the SELLING price shall be in accordance with the prevailing
LONDON METAL EXCHANGE RATE (LMER) OR LONDON BULLION MARKET ASSOCIATION (LBMA) 2ND
FIXING for the day, a day prior to implementation date.
a. The SELLER is entitled and shall receive FIX/NET; Sixty PERCENT (60%) Provincial
Scheme 60%/40% , Metro Manila 70%/30% of the LMER/LBMA 2nd fix rate).
b. On the day of closing the SELLER has agreed to receive the money in the following
condition: Payment shall be in cash or Ledger to Ledger.
Page 1/1
 c. Both parties further acknowledged that several other parties such as trustees,
intermediaries, arrangers, have valuable contributions that lead towards the
implementation and success of this transaction therefore, the same said other parties,
as beneficiaries, are fully and rightfully entitled to their respective share of the
proceeds.
d. Said share shall be covered in a separate attachment/agreement and to be executed
by and between the BUYER and BENEFICIARIES to this transaction.
5 years of Non Circumvention Non-Disclosure (NCND) will be applied in accordance
with INTERNATIONAL CHAMBER Of COMMERCE ( ICC).
Parties SHARE PROVINCIAL / MANILA
Holder assigns 60% / 70%
Buyer’s intermediaries assigns 5% / 5%
Seller’s intermediaries assigns 5% / 5%

Buyer Discount assigns 30% / 20%

* No Proof of Funds (POF) on Test Buy (Swiss Procedure)

4. PROCEDURE
a. One (1) day BEFORE IMPLEMENTATION (Manila) and 2 to 3 days BEFORE
IMPLEMENTATION (Provincial) ( Morning Time) the Seller should sign the MOA and
settle the required Contingency Fee of Three Hundred Fifty Thousand Pesos P 350K
(Vismin rate) or a gold slice of 350 grams to be pre- disposed for the contingency
purposes.( Metro Manila rate) is P 100k or 150 grams of sliced gold to be pre- disposed
for contingency fee purposes. On Designated day of implementation window time is
STRICTLY 9:00 am to 12:00 noon only.
This serves for these major reasons:
1. Avoid seller’s backing out on implementation day.
2. Seller presenting fake gold bar/s.
3. Seller failed to show-up with the subject gold bar/s within Window Time 9:00 am
to 12:00 noon.
4. Any unseen event/s that seller causes the implementation to fail for whatsoever
reason it may be.
5. All above 1-4 reasons committed by the seller, then the Php 350k / 100k
Contingency Fee or the 350g/150g gold assurance slice will be forfeited in favor to
Buyer’s Team.
6. Once implementation will be positively consummated the Contingency Fee P
350k/100k ( Three Hundred Fifty Thousand Pesos / One hundred thousand pesos )
will be refunded double by the Buyer Side.
7. No cancellation of MOA once signed & change of Venue to Non Hotel.

On the day/date of implementation, ________ , 2020 9:00 am to 12:00 noon

standard window time will be in effect (Assay and full payment) and buyer guarantees
AMLA Compliant funds with full immunity to the seller and it’s intermediaries.
b. On or before 9.00 am or within the window time the official and final assayer
accompanied by its assistant arrives at the venue to conduct final assay.
c. Upon positive assay on subject Gold Bars of (6.2kg. /74.6kg) BUYER official/final
assayer will render his/her report to the paymaster for immediate preparation
and release of payment on the same date. Positively assayed item/s will be
safeguarded by both parties.
Page 2/2
 d. Paymaster invites SELLER or the intermediary representative to proceed to the bank
___________ Branch for payment.
e. Upon presentation to the SELLER of the total payment due and before seller receives
the payment inside the Bank,
>BUYER’s group will re-check (call) the assayed AU Bars if it is the same/intact gold
bars which passed the official assaying. Then after the re-checking (confirmation) of
said item the buyer would then advice payment to be released to the seller’s
representative inside the bank. After officially paying the seller party ,Buyer Team
will then pull out the ( ) kg. gold bar/s and deal is consummated.
NON-CIRCUMVENTION AND NON-DISCLOSURE

All parties do herein agree that the non-circumvention and non-disclosure

rules (NCND) of all issues from the ICC 488 apply to this transaction for a period of
five (5) years from date of execution of this agreement by the undersigned, his or
her assigns, agents and/or heirs.
This NCND also applies to any and all other transactions direct or indirect
initiated by these intermediaries.
The undersigned agree that this fee protection is assignable and transferable
to the beneficiaries, designs, heirs & assigns upon written notice of all parties and
shall not be amended without the express written consent of the parties. If no
contract is consummated, this fee protection agreement is null and void in its
entirety.
All disclosed banking information shall be strictly confidential. No
communication between banking officers. Other than transmission by SWIFT wire
transfer and any other transmission specifically authorized by the beneficiaries, is
permitted. All communications shall clearly reference the transaction code, the
Seller's code and the Buyer's code referred to herein.

5. GOOD FAITH, FULL UNDERSTANDING and AUTHORITY

a. Both parties hereto assure each other that they shall act only in good faith, at all times
and shall extend utmost consideration towards each other.
b. The same parties hereby finally acknowledge that they have fully understood all
provisions of this instrument, which comprises all the guiding provisions of this
transaction and that each has the authority from their respective groups to execute
this instrument.

IN WITNESS WHEREOF, the parties hereto have set their hands this ____th day of ________ 2020, at ,
_____________________ City Philippines.

FIRST PARTY SECOND PARTTY

Mr /Ms._________________ Mr. / Ms. ____________________

Signed in the presence of;

________________________ ________________________

Page 3/3