[스크랩] Soft Corporate Offer-B2B(for Thailand old gold bullion)
SOFT CORPORATE OFFER / B2B
FOR THAILAND OLD GOLD BULLION
TO:
ATTN:
28/02/2012
*This offer is valid for 40 days*
I am, Mr. Phong Yotthong, holder of Thai passport: N820240 as Seller’s Representative of Owner AU Metal with full corporate legal authority, and responsibility both personally and corporate under penalty of perjury, confirm! that we are ready willing and able to confirm! to the Buyer the terms and conditions for the purchase of the Seller’s AU and to discuss these terms and conditions with the Buyer’s mandate and come to a common understanding and agreement in drafting the final contract between the Buyer and Seller. I also confirm! that we are ready willing and able (RWA) to sell and deliver the following unencumbered AU immediately.
1. Commodity: Gold Metal in Bar Form 12.5 Kilogram per bar or 1.00 Kilogram per bar
2. Specifications: Fineness 999.5/1000 or Better
3. Contract quantity: Minimum 2.4 MT per week and up to 5 MT /per week (Five Metric Tons / week)
4. Age/Hallmark: Old over 5 years with International Accepted
5. Price: Fixed on USD$46,500/kg will be dealing in Thai Baht at foreign rate $1=TBH31.5
6. Delivery / period: FOB Thailand to buyer’s Ex.-Warehouse, Thailand
7. Payment: Bank to Bank Basis.
8. Contract Period: Buyer to complete contract within One (1) Year.
9. Warning: This deal will be stopped in case of price less than $1400/ounce based on LBMA
10. Documents: Seller shall authenticate, provide and guarantee all documents and each tranche/lift shall be accompanied by the following documents:
11.1 Certificate of Purity
11.2 International Accepted Essay Certificate
11.3 Commercial Invoice
11.4 Export License
11.5 Export Permits (If necessary)
11.6 Receipt of customs and duty payment (If necessary)
Expired date: By Feb 28, 2012, the price will be readjusted due to that fluctuate on market
Procedure:
1) Seller or Seller’s mandate issue the Full Corporate Offer (FCO) to the Buyer.
2) After receiving the SCO, the Buyer countersign and return to Seller LOI along with Buyer’s bank information with attached documents such as color copy of Passport, Financial document POF of 5 MT issued from buyer's bank, with a letter of authorization, will be proved by bank to bank basis, that is essential. No need to deposit POF into Seller 's account.
3) After satisfied verification of POF, the financial documents by bank-to-bank basis, both parties shall sign MOU. After signing of the MOU from both sides, the Seller will invite the Buyer to open a bank account at Hong Kong & Shanghai Bank in Bangkok, Thailand in the Buyer’s own name and deposits 5 MT equivalent to the amount of 7,323,750,000 THB (Seven Billion and three Hundred twenty three Million Seven hundred fifty thousand Baht) that proves Buyer has sufficient financial capacity for the First tranche (Au 05 MT), to show financial status of the Buyer and has the bank issue a certified proof of fund (POF) and ICBPO of this amount. (The Buyer’s bank account name must be the same as the passport holder
4) Upon satisfied POF verification after signing MOU, both parties shall enter into CONTRACT
[The sales and purchase contract].
5) Within three (3) banking days, Sellers Bank Officer shall call Buyers Bank Officer to establish a “Window” for the following SWIFT WIRE:
5.1) Buyers Bank sends to Sellers Bank in favor of Seller:
a) Acknowledgement of Contract No: ……………………..
b) Buyer’s Bank Officer will confirm! to Seller’s Bank Officer by Bank to Bank Basis that Buyer has sufficient financial capacity for the First tranche (Au 05 MT).
5.2) Sellers Bank sends to Buyers Bank in Favor of Buyer:
a) Confirmation of Contract No: …………………………….
Seller’s Bank Officer will confirm! to Buyer’s Bank Officer by bank-to-bank basis (or other equivalent to) that Seller has sufficient capacity to provide the contractual Au 05 MT (Five Metric tons) and confirm! the quantity that the Seller presently has to provide as a tranche ready to deliver;
[NOTE: The “Window” for transmission and receipt of the SWIFT WIRE is mutually arranged between Sellers Bank Officer and Buyers Bank Officer, the Telephone Initiation. Sequence for this arrangement is begun by Sellers bank officer.]
6) The Seller is engaged to arrange the Assay of the Au (Purity and Weight) by the Seller or the Buyer.
7) And within three (3) Banking days, and upon acceptance of the Au by the Buyer / the Buyer’s Bank Officer, the Buyer and Seller’s Bank Officers will calculates the final purchase price payable (price at fixed USD $46,500/kg in which including commission $1200/kg in which, $600 /kg for Coordinate seller mandate group, $600/kg for Coordinate Buyer mandate group)
Thereafter the Seller’s Bank Officer will confirm! in writing via bank swift
That the Title and Ownership will be changed from the Seller to the Buyer made by the Seller’s Bank Officer against payment by the Buyer’s Bank Officer. Buyer’s Bank Officer sends the full-agreed payment by a lawful BG ICC 500 or Cash in favor of Seller.
8) Delivery and Shipments Schedule and the map of the Buyer’s destination shall be submitted to the Seller.
9) After the Buyer Assayer’s team verified, authenticated, and inspected the Au, the commodity shall be delivered to the Buyer’s destination in Thailand. The cost of delivery in Thailand shall be borne by the Seller.
10) Upon acceptance of the Au by the Buyer or Buyer ‘s Mandate. The Buyer’s bank sends the full agreed payment by Bank to Bank basis purchase the Au amounting cover the First Tranche, The Roll and Extension Tranche up to 1000 MT or more will be purchased by the same as the First Tranche or as both side agree. to set the transaction
11) Thereafter the Seller upon receiving confirmation by the Seller’s bank officer that full payment has been blocked to purchase the Au. The Seller shall immediately deliver the Au and supporting documents indicated in Article 11 (Documentations) and Seller’s mandate to the Buyer’s destination with full security by the Seller until through over.
12) The Ownership Transfer shall be made right after the successful of the Transaction.
13) The contract shall serve as a “Non-Circumvention” and “Non Disclosure Agreement” to be in effect for this day and any future transaction between the Parties named herein for a period of five years. This duty is according to the International Chamber of Commerce Convention (I.C.C.500/600)
14) Bond of performance of completion stipulated in the MOU/Contract. The Buyer and the Seller agreed to set an irrevocable amount of $ one Million dollars each side from total contract value as compensation to each other in the event that one of the parties has failed to perform the transaction. Half of this amount will be shared by all the intermediaries as their compensation and if the Buyer fails to perform according to the MOU, the blocked Bank Instruments shall be automatically transferred to the Seller’s account without argument/repudiation.
15) The MOU/CONTRACT is complied with Thai law and International Chamber of Commerce Convention (I.C.C.500/600) latest revision.
16) The MOU/CONTRACT will be valid for 20 days from the contract signing date. If The Buyer cannot perform within 20 days after the MOU is signed, the MOU/CONTRACT shall be automatically terminated and The Buyer shall be penalized according to Procedure article 14) without any argument/repudiation.
------------------------------------------- ---------------------------------------------------------
Mr. Phong Yotthong Mr. …………………………….
Passport No. N820240 Pesident of ………………….. Co,. Ltd.
Seller’s Representative Passport No.
On behalf of Authorized Buyer
The flow chart for exporting Thai old gold bullion to lift out of Thailand is as followings:
Buyer issue POF [5MT] being verified by the seller
>>> Both sides sign MOU >>>
Buyer's POF [5MT] in HSBC in BKK and being while to sign SPA for 1000MT with seller,
Then seller takes the buyer to view the Thai old Gold product in warehouse
>>> Buyer bank issues ICBPO for 5MT to seller bank account
>>> Seller delivers 5MT for inspection
>>> Buyer Inspection 1.5 MT/ days x 4 inspectors
>>> Buyer's Payment to Seller account in bank working time and seller provides gold export documents to the buyer
>>> Buyer's transportation company is ready to carry the inspected gold bullion to buyer's warehouse in BKK
>>> To accumulate up to 40MT for every flight so as to export and lift out of Thailand [no custom tax],
All transportation fee paid by buyer.
*** EXTRA COSTS ***
Refinery Assay Hong Kong + Hall Mark (Johnson Mathew) + Inland Hong Kong Transportation fees +The Transportation from Refinery Hong Kong to Destination of Buyer requirement (To Switzerland) will be full payment by Buyer. But on this services will be arrangement by Seller side.
*** Validity of this Sales and Purchase Agreement is effective for five (5) banking days from the date Buyer is in receipt of the SCO.
Soft Corporate Offer-B2B.pdf