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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 carats 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 conducte
