Description

2. DOCUMENTATION.

     1. Certificate of Purity.

      2. Commercial Invoice.

      3. Certificate of Transfer.

      4. Packing List.

      5. Tax and Customs clearance.
 6.All Export License and associates documents.

3. PROCEDURES.

           a.) The "BUYER" and "SELLER" sign the (SPA) in Bangkok and exchange four (4) originals, for "SELLER" two (2) sets and "BUYER" two (2) sets.

            b.) The "BUYER" will purchase Bills of Exchange (BE) to the value cover of total price for the First Tranche in the favor of nominee's company (to be advised on Meeting) through Siam commercial Bank (SCB).

            c.) After issue of the Bills of Exchange (BE) the "SELLER" will arrange for the first tranche of Product to be made available in a designated location for the "BUYER" to witness and verify.

            d.) The "BUYER" with them conducted a physical verification of the product by Buyer's assayer.

            e.) After completion of assay of commodity and verification of associated documentation and export certification, the "BUYER" will formally accept the commodity and documentation as genuine.

            f.) The "SELLER" will then hand over the commodity and release all related documents (as listed in paragraph 2 above, numbers 1 through 6) to the "BUYER" as successfully exported.

            g.) The Accepted AU metal of first lift will then be delivery to Buyer's designated Aircraft for shipping out of THAILAND.

            h.) The Buyer's will then inform the shipping company in advance before the commodity flies of THAILAND.

            i.) The "BUYER" will then purchase new Bills of Exchange (BE) for the value of the Second Tranche of commodity to be inspected and shipped out and the process will be repeated.

            j.) The "SELLER" will be responsible for AU Metal of the first lift and subsequent lifts with regards to inland transportation security until Buyer's airplane safely leaves Thai territory airspace.

4. APPLICABLE LAW.                                                                             

            It is agreed that the two language of SPA, is the Thai and English. It is further agreed that any controversy, Claim and/or dispute arising out and/or relating to any part or the whole of this agreement or Breach thereof and which cannot be settled between the signatories themselves, shall be settled by and through binding arbitration in accordance with laws of THAILAND. Any decision and/or award made by the arbitrators shall be final, conclusive and binding on the parties and enforceable law in country of choice of an award by the arbitrators. In the event of dispute the Thai law shall be applied.

5. FORCE MAJEURE.

            "No part shall be liable for any failure to perform its obligations where such failure is as a result of Acts Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of  foreign enemies, government sanction, blockage, embargo, as defined by the laws of THAILAND.

            Asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable Events, that all non-excused obligations were substantially fulfilled, and that the other Party was Timely notified of the likelihood or actual occurrence which would justify such an assertion, so those other prudent precautions could be contemplated.  "If, after fifteen (*5) days the problems are not resolved, the "BUYER" and "SELLER" will meet to discuss the continuation of the Contract. 

6. OTHER CONDITIONS.

            Both Parties agree to follow the instruction described in the procedure of SPA. If there is a change by any parties, the meeting must be held and both sides must acknowledge the alteration and mutually sign in this Contract.

7. TERMINATION AND PENALTY OF THE CONTRACT.

     This contract will be not executed and terminated as following reason:

            7.1) The "BUYER" cannot produce the Bills of Exchange (BE). The "SELLER" has the right to cancel the contract if the "BUYER" fails to purchase the required Bills of Exchange (BE) for the first of following Tranche of the Product within *5 (fifteen) working days of signing the Contract or taking of the earlier tranche.

            7.2) The "SELLER" fails to provide the AU Material and/or the follow the associated Certification and Ownership.

REMARK: If the "SELLER" fails to provide the AU Material and/or the following then the "BUYER" will Have right to immediately cancel the Bills of Exchange (BE) and claim all expense in cash amount 9% (Nine percent) of the total face values of the Bills of Exchange (BE)