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1、ROUGH DIAMONDS PURCHASE AND SALES AGREEMENTExecuted on this day of , 2008By and betweenName and address of actual sellerWhose address is;its chosen address(Hereafter: “ Party A”)AndAlso trading as: Whose address is; its chosen address(Hereafter: “ Party B”)WHEREAS; Party A makes a firm commitment an
2、d declares with legal responsibility and warrants that it can fulfill the requirements of this Agreement and that it will be buying rough diamonds from the rightful and lawful owner/s and that it will provide Party B with Gem Quality rough diamonds.WHEREAS; Party A will provide a declaration that th
3、ese rough diamonds have not originated from “Blood” diamonds.WHEREAS; Party B makes a firm commitment and declares with full authority and responsibility and warrants that it has the power and authority to fulfill the requirements of this Agreement and that it is capable to fund the purchase all of
4、the diamonds according to the specifications herein. WHEREAS; Party B further declares that the funds available will be of legal origin, taxed, unencumbered and not of any black market, smuggling or from drug or blood related gains.NOW, THEREFORE in consideration of this Agreement, for good and valu
5、able consideration, the benefits, terms and conditions, which are hereby acknowledged, the Parties hereto agree as follows.The Preamble to this Agreement is an integral part hereof.Clause 1.GENERAL TERMS1.1 Party A will undertake to deliver parcels of rough diamonds to Party B.1.2 Party B will purch
6、ase the diamonds from Party A. 1.3 This Agreement shall be effective for an initial term of three (3) years and may be terminated effective upon delivery of a written notice to either Party, by registered mail, not less than 90 days prior to the effective date of such termination.Clause 2.THE PRODUC
7、T2.1The Product will be rough diamonds of Gem Quality.2.2The origin of the diamonds can be international but primarily from Sierra Leone.2.3 Party A will provide Party B with Kimberley Process certificates and country of origin documentation for each parcel of rough diamonds delivered by Party A to
8、Party B.2.4 Party A will deliver a minimum value of Two Thousand (2,000) carats of rough diamonds to Party B each month. 2.5 Party A may also offer Party B special stones/parcels in addition to the contract with Party B who shall have first right of refusal. Clause 3. THE PRICE3.1 Party A will sell
9、the diamonds to Party B at an initial offer price of Eight Hundred and Fifty (850.00) United States Dollars per carat of rough diamonds subject to Party B final inspection in London.3.2 Prices will be negotiated separately for fancies and larger stones.Clause 4.FINANCIAL ASSISTANCE4.1Party B acknowl
10、edges that Party A needs financial assistance to pay the necessary Government taxes and other export expenses to deliver the parcel to London. Party B agrees to make all such payments on the following conditions;4.1.1Party A will deliver the parcel to the Sierra Leone Governments Gold and Diamond Of
11、fice where the parcel will be inspected by a representative of Party B prior to it being sealed.4.1.2The Kimberley Certificates will be issued in the name of Party B.4.1.3All export documentation will be in the name of Party B with the parcel shipped by an independent security courier company approv
12、ed by Party Bs insurance company direct to the Bonded Warehouse of Brinks in London.4.1.4Payment of the purchase price will only be made to Party A after the parcel has been inspected and verified on site at Brinks in London.4.2Payment will be made either in cash, TT or Bankers Draft to Party As nom
13、inated bank account prior to the release of the parcel by Brinks.Clause 5.MODE OF DELIVERY5.1 Party A will advise Party B of the final and total specifications per carat category, at least 72 hours before shipment.5.2Party A will ensure that the diamonds will be delivered to the Government Gold and
14、Diamond Office In Sierra Leone.5.2 Party B will be liable for Insurance, VAT, taxes and delivery and other relative expenses to deliver the parcel to Brinks, London.5.3 Party B will be liable for all import duties, taxes due upon the diamonds entering the US or Europe if out of custom bond.Clause 6.
15、TERMS OF DELIVERY6.1Party A will provide a formal Manifest of Inventory, as per normal Diamond Industry practice with specifications per nominated caratage category, of the selection of diamonds per parcel. 6.2 Party A will offer the parcel to Party B with the inventory breakdown in stipulated carat
16、s category. 6.3 Party A will advise Party B as to the expected time of delivery and further confirm to Party B as soon as goods have been delivered.6.4 Inspection of the parcel in London will be conducted within 3 working days or within the shortest available time from arrival of the parcel/s and no
17、tification to Party B. 6.5 Inspection will be conducted on the contents of the parcel/s as will be fully described in the Inventory list/s and KPCs provided by Party A to Party B by an accredited lapse and/or gemologist appointed by Party B.6.6 Should Party A not agree with the findings of the lapse
18、 and/or gemologist as mentioned above to ensure satisfaction an independent gemologist will be mutually appointed by the Parties to review the findings as referenced in clause 6.5 of this Agreement.6.7 Based on the findings of the independent gemologist as referenced in clause 6.6 the Parties will e
19、ither agree to accept the findings or agree to use an average price of the combine findings as referenced in clauses 6.5 and 6.6 to reach a fair value of the parcel/s.6.8 Payment will be made to Party A on the clearance and acceptance of the parcels/s by Party B and upon receipt of the following doc
20、umentation:6.8.1Original parcel list featuring detailed specifications recording, quantity, quality, colour, number of carats and price.6.8.2Original International depository receipt. 6.8.3Original commercial invoices being duly signed by Party A and Party B.6.8.4Original ex/import documentation inc
21、luding Kimberley Process certificate/s and customs F178s.Clause 7.EXCLUSIVITY. Any violation of the Agreements exclusivity by the Parties will result in the cancellation of this Agreement with immediate effect.A Cease and Desist order will be served upon Party B by Party A and/or Party A by Party B.
22、 The offending Party will be liable to pay punitive damages equal to the lost profits incurred that will result to the damaged Party to this Agreement.Clause 8FORCE MAJEUREThe Parties will not be held liable for any failure to perform under this Agreement if this failure to perform is the result of
23、circumstances beyond their control, as described under the Force Majeure Clause, as stated by the International Chamber of Commerce, Paris, which is deemed to be incorporated herein.Clause 9.WARRANTS AND AUTHORITYThe Parties warrant that they have full authority vested in them to enter into this Agr
24、eement. Each signatory warrants that by entering into this Agreement bonds them to the terms and conditions herein set forth.Clause 10.PENALTYIt is agreed that any circumvention between Party A and Party B will be deemed as an act of default and will be treated as such by the governing laws of Switz
25、erland. The defaulting Party shall be financially responsible for no less than ten (10%) percent of the parcel/s value and all inherent legal costs.Clause 11.ARBITRATION AND JURISDICTIONAny disputes, controversy or claims arising out of or relating to any part of this contract should be settled amic
26、ably if possible, if not, it shall be submitted for arbitration to the International Chamber of Commerce Sweden with hearings to take place in Stockholm. Special provisions is made whereby arbitration may be called for to the London Chamber of Commerce for arbitration and which will rule in accordan
27、ce to the laws of England with hearings to be held in The High Court of London. The ruling thereof will be final and binding on both parties.Clause 12.CONFIDENTIALLY AND NON-CIRCUMVENTION 12.1IntroductionBased upon the establishment of a working relationship concerning mutual activities and business
28、, the Parties have mutually agreed to the terms, conditions, responsibilities and obligations to each other as contained in this Agreement. 12.2Confidentiality. The Parties hereby agree not to disclose or otherwise reveal, directly or indirectly information as contained hereto to any third Party not
29、 included herein as a signatory.Any proprietary or confidential information provided, disclosed or identified, now or hereafter, particularly concerning the transaction as described in the introduction above, and including but not limited to, bank information, participating banks, business or, finan
30、cial Agreements and business associates or any other such information arising hereunder. In the event of a breach hereof, the Parties agree that damages shall be equal to the consideration, profits or Party, and further, shall be subject to mandatory injunctive relief in respect to payment thereof,
31、and for injunctive relief to prohibit further disclosures, circumvention or interference. 12.3Non-circumvention. The individual Agreements of each Party hereto are to be considered as proprietary where initial introduction(s) to such Agreement(s) is or will be made and/or is or will be involved. No
32、Party herein may circumvent the other(s) in any manner.The Parties herein hereby agree that their respective principals, corporations, divisions, subsidiaries, employees, Party As, attorneys or consultants (hereinafter collectively called “Associates”) will not make any Agreement with, deal with or
33、otherwise be involved in any transaction with any trusts, traders, corporations or individuals introduced by the other Party, either corporately or individually, including their Associates without prior permission provided in writing by the disclosing Party to this Agreement.This Agreement of Non-ci
34、rcumvention under this Agreement is a perpetuating Agreement for three (3) years from the date first above written, incorporating date of last transaction between the parties, and is to be applied to any and all transactions and/or all of the Proprietary Information concerning such underlying.The in
35、formation of bankers, dealers and the like which is the property of the introducing Party shall remain property of that Party.Clause 13.COUNTERPARTSThis Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument
36、.CLAUSE 14.COPIES.A facsimile or email copy of this Agreement will be deemed to be an original if receipt thereof is confirmed by the sending and receiving Party to this Agreement.IN WITNESS the Parties have understood the contents of this Agreement and agree thereto by adding their signatures to this Agreement on the date as first mentioned herein.SIGNED For and on behalf of Party A.SIGNED For and on behalf of Party B:Witnessed by:Place: Date: Page 4 of 4