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July 9, 2010

Soft Corporate Offer (SCO)


To: End BUYER
We, the Seller, with full and legal corporate authority hereby declare that we are ready, willing and able to sell the following Au metal commodity under the terms and conditions stated below. The Seller hereby undertakes to Sell / Transfer the below mentioned commodity to the Buyer, and the Buyer hereby undertakes to Buy / Purchase the below mentioned commodity from the Seller. a) Commodity: AU Gold Dust b) Form: c) Carats: d) Purity: e) Origin: Dust (powder) 22 Carats 92% + Cameroon (West Africa)

f) Quantity: 100 kg per month for Twelve (12) months, with rolls and extensions up to five years (60 months). g) Price CIF: USD 22,000/kg gross; USD 20,000/kg net. h) Commission: USD 2,000/kg (50% to Buyers side and 50% to Sellers side-closed) Payment terms: The payment must be done through TT/Wire Transfer within 48 hours after the Final Essay Report is 100% completed and accepted. The Buyer must issue an MT103/23 for 100 kg (USD 2,200,000) within three banking days after signing the contract (SPA). For the subsequent shipments of 100 kg per month the Buyer must issue the same Financial Instrument covering each shipment of 100 kg or larger instrument that can cover the whole year as contract lifetime. Each shipment shall be provided only after the Financial Instrument reaches Sellers bank account and is confirmed by Sellers bank officer. NOTE: See MT103/23 and SBLC Text Formats in Appendix II and III respectively. The Financial Instrument must be Irrevocable, Transferable, Confirmed and Divisible. Delivery: The Cameroon Freight and Export Agency will notify the Buyer / Mandate via fax or E-Mail of the date of transport of Gold Dust from Seller's departure point (Origin). In return the Buyer will confirm receipt of notice and documents, which will include Airway-Bill and export documents, in the same manner. The shipment shall be released only after MT103/23 reaches Sellers bank account. The effective delivery of the goods shall not take longer than 10 banking days after MT103/23 issuance and bank confirmation.

July 9, 2010

First Lift: One hundred kilograms (100 kg) are to be shipped to Buyers assigned Refinery airport, within ten banking days after Financial Instrument reaches Sellers bank account and is confirmed by Sellers bank officer. Subsequent Shipments: 100 kg per month, for eleven (11) months (See Schedule of Shipments in Appendix I). For each monthly shipment the Buyer must issue the Financial Instrument within thirty running days after previous Financial Instrument issuance or one Instrument that shall cover the whole year of contract. Monthly shipment will take place only within ten banking days after Financial Instrument reaches Sellers bank account and is confirmed by Sellers bank officer. PROCEDURES: 1. Buyer issues the Letter of Intent with full banking details, complying with the terms and conditions in this SCO. Also Buyer must send a BCL or RWA confirming the financial capacity for this deal. 2. Seller issues the corresponding Commission Fee Agreement (NCND-IMFPA) and draft Sales and Purchase Agreement (SPA). 3. Buyer agrees and signs the NCND-IMFPA and the SPA returning them with Buyers full size passport 4. Seller sends his full size passport with the following documents: Export License and Tax Payer registration. 5. Buyers bank shall swift to Sellers Bank MT103/23, within 72 hours (three banking days), after signing the contract (SPA). For each subsequent monthly shipment the Buyer must issue the Financial Instrument within thirty running days after previous Financial Instrument issuance or one Instrument that shall cover the whole year of contract. 6. Sellers Banker receives Financial Instrument and confirms to Seller. .

7. Seller processes shipment and forwards copies of all shipping documents, within 3 banking days. 8. Seller ships the Gold Dust to Buyers assigned refinery airport with copy of airway Bill and other pertinent documents to be sent to Buyer. The goods must be delivered by the Seller effectively within ten banking days after he receives the Financial Instrument in his bank account and it is confirmed by his bank officer. 9. Gold arrives to Buyers destination airport and is cleared by Buyer to his refinery (Customs clearance, security, transportation and refining shall be on Buyers account).

July 9, 2010

10. Upon submission of Final Essay Report from the Buyers Refinery to the Buyer/Seller, the Gold payment shall be transferred to the Sellers bank account within forty eight hours (48hrs). 11. The commission fees will be paid automatically and concomitantly into each Partys accounts by Buyers bank, as per Fee Agreement (NCND-IMFPA) after each and every tranche is completed for the life of the contract, including all rolls and extensions. 12. The Refined Gold ownership shall be transferred to the Buyers name automatically and immediately after payment is effectively done to Seller. Penalty Clauses: 1. Buyer will pay additional 1.5% of shipment value as penalty, if Buyers bank could not arrange the Financial Instrument within three banking days after signing the contract (SPA). 2. Seller will be liable to pay penalty of 1.5% of the total shipment value if the purity is less than 92% + or 22 carats. 3. Buyer will pay additional 1.5% of shipment value as penalty, if Buyer could not arrange TT/Wire Transfer of full amount within two working days after Final Assay Report to issued by the Refinery.. 4. If Seller could not arrange the shipment within specified time period of 10 banking days after Financial Instrument reaches Sellers bank account and is confirmed by Sellers bank officer, then Buyer has the right to claim penalty of 1% of the total value of the shipment. The Parties agree that this transaction shall be classified as confidential and kept in strict confidence for a period of five (5) years from the effective date of the contract. The contract shall be governed under International laws and regulations according to ICC 500.

This Soft Corporate Offer (SCO) is valid for the period of 3 (three) banking days from the date of issuance.

Yours Sincerely,

Sellers Mandate: Elir F Souza -

===================================================

July 9, 2010

To be signed by the Buyer and sent back to Seller, if Buyer intends to purchase these goods above: Buyer: Company: .. Represented by: .. Passport No.: Address: .. Tel.: . Fax: .. Email: .. Banking Details: - Bank name: - Bank address: .. - Account holder: . - Account number: . - IBAN: . - Bank Officer: . - Bank Phone/Fax: ..

Date:July9,2010
Buyer Sign and Seal:

DOCUMENTS ANNEXED TO THIS SCO: - Schedule of Shipments and MT103/23 and SBLC Text Formats

July 9, 2010

Appendix I

SCHEDULEOFSHIPMENTSGOLDDUST
CIFATTHECOUNTRYSASSIGNEDREFINERYAIRPORTPERMONTH

Delivery Number 1 2 3 4 5 6 7 8 9 10 11 12

Month July August September October November December January February March April May June TOTAL:

Year 2010 2010 2010 2010 2010 2010 2011 2011 2011 2011 2011 2011

Quantity (kg) 100 100 100 100 100 100 100 100 100 100 100 100 1200

Unit Price/kg (USD) 22000 22000 22000 22000 22000 22000 22000 22000 22000 22000 22000 22000

TotalPrice (USD) 2200000 2200000 2200000 2200000 2200000 2200000 2200000 2200000 2200000 2200000 2200000 2200000 26400000

COUNTRY/ASSIGNED REFINERYAIRPORT

July 9, 2010

Appendix II

MT103/23 TEXT Format

Date:

To: BANK NAME: __________________________________________________ __________________________________________________

BANK ADDRESS:

ACCOUNT NUMBER: __________________________________________________ ACCOUNT NAME: __________________________________________________ SWIFT CODE: __________________________________________________ IBAN: __________________________________________________

BANK OFFICER NAME: __________________________________________________ TEL: FAX: __________________________________________________ __________________________________________________

From: BANK NAME: __________________________________________________ _________________________________________ _________

BANK ADDRESS:

ACCOUNT NUMBER: __________________________________________________ ACCOUNT NAME: __________________________________________________ SWIFT CODE: __________________________________________________ IBAN: __________________________________________________

BANK OFFICER NAME: __________________________________________________ TEL: FAX: __________________________________________________ __________________________________________________

Transaction Code: __________________________________________________

July 9, 2010

We, (name of the issuing bank) on behalf of our client, , hereby present our Conditional, Irrevocable, Assignable, Transferable and Callable cash-backed SWIFT wire transfer in your favor for the account of your client, _____________ LLC, holding Account Number: ________________ (US$), IBAN: _______________________ for an amount of DOLLAR __________ Million (IN WORDS).

This Conditional Irrevocable SWIFT is a binding payment commitment by us and we hereby undertake to wire transfer the said amount to you in favor of your client, upon complete execution of the signed AGREEMENT/Transaction Code: _______________________

This Conditional, Irrevocable, Divisible, Assignable, Callable cash-backed SWIFT wire transfer is valid for _____________ banking days from the _____th day of ___________, 2010 and until the __________th day of ______________ 2010.

This is an operative bank instrument and is subject to the Uniform Commercial Code as it relates to bank credit instruments.

ELECTRONIC NAMES OF TWO BANK OPFFICERS WITH SINGATURE & TITLES

July 9, 2010

APPENDIX III
TEXT OF STAND BY LETTER OF CREDIT (SBLC) (TO BE TRANSMITTED BY SWIFT 760)

From Applicant name To Swift Beneficiary SBLC number Issue date Expiration date

: : : : : : : :

We, .., addressed at _______________ hereby open our Irrevocable, Transferable, Divisible and Confirmed Stand-by Letter of Credit number_____________, in favor of .. for account ., in the aggregate amount of U.S. DOLLARS .(USD..), due at sight with maturity one month from the date of issue.

It is understood that this Stand-by Letter of Credit will serve as security and support for financial guarantee to ...

Except when the amount of this letter of credit is increased, this letter of credit cannot be modified or revoked without beneficiary consent.

Funds under this Letter of Credit are available against presentation to us of the first demand for payment by tested telex/SWIFT or by your draft partial or total, drawn at sight on us indicating our Stand By Letter of Credit number _____________

All banking charges are for the account of the applicant.

July 9, 2010

This SB Letter of Credit shall only be drawn once, not later than fifteen (15) days after the maturity date. Multiple drawings are not allowed.

We hereby engage with you that drawing (s) in compliance with the terms and conditions of this Standby Letter of Credit shall be promptly honored by us and payment shall be effected in accordance with your instructions within one business day after the date of your telex/swift demand.

This Stand-by Letter of Credit is subject to the uniform customs and practice from International Chamber of Commerce Publication no. 590.

Name of (1) bank officer ----------------

Name of (2) bank officer -----------------

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