15th February 2019

SALE & PURCHASE AGREEMENT

This document is strictly confidential and is not to be distributed to anyone other than the Buyer
and Seller as identified on this document.

BETWEEN

Company Name :
Represented By :
Address :

Telephone :
Email :

Hereinafter referred as the Seller

AND

Company Name :
Represented By :
Address :
Telephone :
Email :

Hereinafter referred as the Buyer

We, XXXXXX, the above hereby state and represent that it is our intention to sell rough uncut
diamonds, and we hereby confirm with full legal and corporate responsibility under penalty of
perjury that we are ready, willing and able to sell and supply the following commodity as per the
specification, quantity and for the prices as specified in the terms and conditions as stated
below. This SPA is made with full corporate authority and responsibility.

Manifest No:

Unit
Total Total
Carats Pieces Clarity Colour Price
Carat Amount
(USD)

Pieces Total Carats Total Amount

Page 1 of 11
SELLER: BUYER:
Product: Rough (Uncut) Diamonds; (REQUIREMENTS AS FOLLOWS:

4-30 ct stones, typical average size across parcel of 8-12 ct

Quality: (IF) VVS1 - VS2
Parcel size: Anything from 500+ ct, preferred is 1500-10,000 ct
Colour: D-G/H)

1) Form: Rough Stones (Makeable & Sawable)

2) Clarity:
3) Colour: Pure D,I,G,E,H (No Fluorescence)
4) Origin: XXX
5) Total: XXX Carats
6) Total amount: $XXX
7) Quantity: # XXXX Pieces
8) Packing: Parcel
9) Commission: 3% = 1.5% Seller side and 1.5% Buyer side and recorded in a separate IMFPA
attached hereto.

Page 2 of 11
SELLER: BUYER:
DELIVERY CONDITIONS:

A) Buyer pays the freight & insurance costs to Buyer’s destination.

B) All Government Taxes, Duties, Export Licenses and export documentation will be paid by the
Seller.
C) A specialized shipping company “ACM, retained couriers” will be used by both the Seller
and Buyer to transport the goods from Country of Export, XXX, to the Country of Import, XXX.
D) Licensed Export Agent in XXX to be engaged by Seller to arrange all export document
requirements. Agent will confirm to Buyer prior to collection all conditions are met to enable
legal exportation of goods and parcel is ready to lift. The name of the XXX Agent is XXX.

PAYMENT TERMS:

1) Seller is responsible to pay for government taxes and export documentation from the country
of export to the country of import.
2) Buyer has 48 hours to make the necessary payment of the parcel to the Seller account after
final inspection and evaluation of the parcel.
3) Buyer pays directly to the Shipping Company after the SKR and export documentation has
been issued prior to departure of the parcel.

TAXES AND DOCUMENTATION:

The Seller is responsible for Government taxes, export documentation, export Licenses.
The Buyer pays for the freight and insurance of the merchandise from XXX to Buyer’s chosen
destination.

Page 3 of 11
SELLER: BUYER:
DOCUMENTS:

Each delivery shall be identified with all appropriate Contract reference codes and numbers.
Seller must provide the following documents to the Buyer:

a) Three originals of Commercial Invoices in favor of the Buyer.

b) Certificate of Movement.
c) Declaration that the product is free and clear and of non-criminal origin, unencumbered and
free of any liens, transferable and exportable.
d) Kimberly certificates and schedule B.
e) All necessary documents for the export-import of rough diamonds.

PROCEDURES:

(In time sequence)

First (1st) Step: Interchange of SPA acceptance together with any documentation to support the
transaction from both parties. Signature of the purchase Contract should be via Email, by both
Parties.

Second (2nd) Step: End Seller takes the goods to Licensed Agent in XXX who forwards the
necessary required documents onto the Government Mineral Office in XXX for payment of taxes
and all documentation to Buyer’s destination of choice.

Third (3rd) Step: Seller Agent sends complete document file to Buyer and Shipping Agent to
allow verification with XXX Government Mineral Office and/or Tax authority.

Fourth (4th) Step: Seller and Seller Agent communicate with Shipping Agent to arrange
schedule and conditions for collection.

Page 4 of 11
SELLER: BUYER:
CLEAR TITLE

Seller confirms and warrants that the Title of the diamonds to be sold herein shall be free and
clear of any and all Liens and/or encumbrances and Seller states that the diamonds are not of
terrorist and/or criminal origin.

RESPONSIBILITY

The diamonds during the delivery process will remain in the custody and control of Seller
whereby the Seller states that the parcel is fully transferable into Buyer’s ownership and control
upon the exchange and release of the funds to the Seller.

CONFIDENTIALITY

Seller, Buyer or Intermediaries and Mandates shall keep any SPA in strict confidence and shall
instruct all persons involved in the completion of this SPA to keep it in strict confidence.

DISPUTES SETTLEMENT

All disputes arising out of, or in connection with the SPA, including disputes on its conclusion,
binding effect, amendments and termination shall be resolved by the XXX and/or the
International Chamber of Commerce (ICC) in Geneva – SWITZERLAND.

MODIFICATIONS AND AMENDMENTS

All modifications and amendments to any SPA or Contract with Buyer must be made in writing
and are subject to the mutual writing approval of both parties.

WARRANTIES

The Seller expressly warrants that it holds access to deliver the commodity described as
diamonds herein and that this commodity is freely tradable and transferable legally and that the
said commodity will be selected as per the manifest to prepare the export documentation. The
diamonds are stones carefully handpicked by accredited gemologist from mines which are not
in any kind of criminal disputes of whatsoever nature with any International Diamond Controlling
Authorities or with any Governments of this world and/or under any kind of sanctions placed by

Page 5 of 11
SELLER: BUYER:
any Governments but are fully and legally transferable and exportable free and clear of all liens,
claims, taxes and encumbrances and that the same is not held or owned as a result of any
criminal act of whatsoever nature. The Seller further represents and warrants that he has full
corporate, personal and legal responsibility and authority to sell uplift ship and deliver the
commodity as set out in the entirety of this Agreement

The Buyer warrants that he has access to sufficient funds and the ability to purchase the
commodity, on a basis as set out within the entirety of this Agreement herein and that these
funds are good, clean and cleared, lawfully earned of non-criminal and non-terrorist origin. The
Buyer further represents and warrants that he has full corporate, personal and legal
responsibility and authority to purchase the merchandise as set out within the entirety of this
Agreement.

The Taxes and Duties in country of export are covered by the Seller.

The Seller warrants that the commodity can be lifted without restrictions anywhere in the world.

APPLICABLE LAW AND JURISDICTION

Any action or legal proceeding related to this Agreement shall be adjudicated under the laws
and venue of the XXX High Court or the ICC. Should either party not perform exactly within the
terms and conditions of this Agreement, the other party shall give notice regarding the non-
performance, where upon the non-performing party must comply with their obligations within
Seven (7) Days or this Agreement shall be cancelled without further notice. This Agreement
shall be governed by the Uniform Commercial Code as interpreted by the Federal laws and
courts under the interpretation of the XXX High Court or the INTERNATIONAL CHAMBER OF
COMMERCE (ICC).

Any disputes arising out of, or in context with this Agreement or related to any Agreement
concluded as a result of this Agreement shall be settled by Arbitration. The seat of the
arbitration tribunal shall be under the rule of conciliation and arbitration of the XXX High Court in
XXX or the International Chamber of Commerce Court of Arbitration and the English language
shall be the language of the Contract and proceedings. Jurisdiction and venue of arbitration
shall be in XXX - XXX or Geneva – SWITZERLAND.

Page 6 of 11
SELLER: BUYER:
JOINT DECLARATION

The SELLER and BUYER each declare unto one another that the commodity offered herein for
sale, and the origin of the funds used for purchasing the commodity, do NOT contravene:
The Drug Trafficking Offenses Act 1986, The Criminal Act 1988, the Prevention of Terrorism
(Temporary Provisions) Act 1989, The Criminal Justice (International Co-operation) Act 1990,
The Criminal Justice Act 1993 and the Money Laundering Regulations 1993, or any other illegal
or criminal activity. And accordingly, each party to this Agreement indemnifies each other
against any such allegations which or may not be made in the future.

FACSIMILE COPIES AND COMMUNICATIONS

This Agreement shall be accepted as legal and binding by both parties if executed and sent by
Facsimile and/or Email direct to the parties concerned at the numbers contained within this
Agreement.

FORCE MAJEURE
The parties hereto shall not be held liable for any failure to perform under the "Force Majeure"
clause as regulated by the International Chamber of Commerce, Geneva - Switzerland which
clauses are deemed to be incorporated herein.

ETHICS: (NON-CIRCUMVENTION and NON-DISCLOSURE)

Both Buyer and Seller acknowledge that the harm to the other party would be substantial and
therefore the Seller and Buyer agree to abide by the Customary International rules of non-
circumvention and non-disclosure as established by the International Chamber of Commerce in
Geneva, Switzerland for a period of five (5) years from the date of the last completed
transaction. The said Non-circumvention and non-disclosure shall include, but not be limited to
communicating with each other's banks, refiners, representatives of Buyer dealing with
Customs, brokers or Seller's mandate. The understanding and accord of this subparagraph
shall survive the termination of this Agreement.

All intermediaries involved who have strived in gathering efforts to conclude the positive closure
of this Contract are and shall be protected by a Fee Protection Agreement duly signed and
sealed as integral part of this Contract No: XXXXXX by the Buyer.

Page 7 of 11
SELLER: BUYER:
BINDING AUTHORITY

This Agreement is binding upon the parties hereto, their assigns and successors and is signed
with full authority to act.

TOTAL AGREEMENT

This Agreement supersedes any and all prior agreements and represents the entire Agreement
between the parties. No changes, alterations or substitutions shall be permitted unless the
same shall be notified in writing and signed by both parties.

SIGNATORIES

Each of the parties hereto confirms, under penalty of perjury, that each has full legal and lawful
authority to execute this Contract and therefore all terms and conditions shall be fully binding.
The parties have entered into this Contract in good faith and each shall use its best efforts in the
full spirit of co-operation to promptly achieve the purpose set forth herein. A Facsimile copy of
this Agreement shall be deemed legally binding as being fully executed in accordance to the
parties herein and to include their heirs, executives, administrators and assignees.

EXECUTION OF THIS AGREEMENT

The terms of this Agreement shall be confirmed and signed by the Buyer and the Seller via
Facsimile or Email. Said executed Facsimile or Email shall be binding and initiates and
concludes the legal liabilities between Buyer and Seller of this Contract.

By signing below, both parties abide by their corporate and legal responsibility, and execute this
Contract under full penalty of Perjury.

The parties accept that signed copies and messages by Facsimile/Email shall have strength of
right and shall be efficient.

However, both parties, Buyer and Seller have read and approved all terms of this Contract. BY
SIGNING BELOW, both parties abide by their corporate and legal responsibilities and execute
this Agreement under full penalty of perjury.

Sworn, signed, and certified under the pains and penalties of perjury.

Page 8 of 11
SELLER: BUYER:
The SWIFT MT103/202 payment “INSTANT CASH TRANSFER”, is to be lodged in the following
account within 48 hours of verification by the Buyer and transfer of ownership from the Seller:

BANK COORDINATES:

SELLER BANKING COORDINATES

Correspondent Bank
Details:
Account Name:
Bank Address:
Account #:
SWIFT Code:
Beneficiary Details:
Account Name:

ABA / Routing #:
Beneficiary Bank:
Bank Telephone:

BUYER BANK COORDINATES

Correspondent Bank
Details:
Account Name:
Bank Address:
Account #:
SWIFT Code:
Beneficiary Details:
Account Name:

ABA / Routing #:
Beneficiary Bank:
Bank Telephone:

Neither Party will make contact with or reveal the details of the other party’s Banking Officer
without the mutual consent of both the parties

SELLER:
NAME :
COMPANY :

Page 9 of 11
SELLER: BUYER:
ADDRESS :
MOBILE NO :

SIGNATURE:

COLLECTION ADDRESS:

NAME :
COMPANY :
ADDRESS :
MOBILE NO :

BUYER:

Company Name :
Represented By :
Address :
Telephone :
Email :

SIGNATURE

Page 10 of 11
SELLER: BUYER:
SELLER’S PASSPORT COPY:

BUYER’S PASSPORT COPY:

Page 11 of 11
SELLER: BUYER: