YEM HOLDINGS

http://yemholdings.com/
business@yemholdings.com

“Seller” and “Buyer” hereinafter referred to as “the parties”.

NOW THEREFORE, in consideration of the mutual promises, covenants and
undertakings expressed herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged the BUYER and SELLER agree as follows:
Both parties, companies, and their authorized representatives whose signatures appear herein, were
all duly given full corporate authority by their respective company to enter into the present Sale and
Purchase Agreement (hereinafter "SPA"), and have duly complied with all the legal formalities and
requirements of laws of their respective countries for this type of “SPA”, and further agree to be
bound by the International Chamber of Commerce (ICC) Paris, and other internationally applicable
commercial laws on matters related to contract dispute and resolution.
WHEREAS; above named parties through their respective signatories hereby desire to enter into
and to execute the present “SPA” for Sale and Purchase of Gold Bullions AU Metals (hereinafter
"COMMODITY") based on specific description, terms and conditions as set forth below.
WHEREAS; Seller, under full authority and responsibility, declares that he is the owner, partner and
shareholder, has the clear and qualified right to sell the “COMMODITY” at his free disposal in the
form of Gold Bullions AU Metals which it has legally acquired with funds not connected with illicit
trading or other illicit activities and that he guarantees that he has the means to legally deliver the
“COMMODITY” Gold Bullions AU Metals / to the buyer through his shops and offices “Point of
Delivery”.
WHEREAS; Seller certifies, represents, and warrants that he can fulfill the requirements of this
“SPA” and provide “COMMODITY” referred to herein at the Price, Quantity, Form, Purity mentioned
on the FCO and hereinafter to Deliver per the terms stipulated in this Agreement/ “SPA”.
WHEREAS; Buyer ready, willing and able confirm to purchase Seller's “COMMODITY” at the Price,
Quantity, Purity mentioned on the FCO and hereinafter and per the Delivery terms stipulated in this
Agreement/ “SPA”.
NOW THEREFORE: in mutual consideration of the covenants of the parties and the terms and
conditions herein contained, the parties agree as follows

1. COMMODITY SPECIFICATIONS & QUANTITY

Commodity Gold Bullions.
Bullion Form 1 kg Bar “Bullion” (in the gold system).
Fineness 995% or Better Quality.
Carat 24 Carat Plus.
Hallmark International Recognized hallmark.
Contract Quantity 300kg/week for 1 year with rolls and extensions
First Delivery 200kg.
Seller Capacity 200kg Every Day, 5 Days a week, for One Year with Rolls & Extensions
upon "Commodity" availability.
Age Less than five (5) years old.
Delivery Location UAE / Dubai – Seller office for Pickup.
Shipping Terms Brinks Dubai to the Buyer Designation inside UAE Under his Authority,
Full Control.
Purchase Price Spot Dubai Retail Price 24 carat (http://dubaicityofgold.com/)
That Has Been Quoted in The FCO in AED Dirhams, On Transaction Day
Discount Discount of AED (2000.00)/kilogram From Spot Daily Dubai Retail Price.
Payment M ethod Cash, Telegraphic Transfer.
Execution Method After Seller Receive & Verify the Full Amount of Each & Every Tranche
Seller Will instruct
Brinks Dubai to Prepare the Purchased Tranche to be Shipped to the Buyer Destination in UAE
Under Buyer`s Full Authority & Control.
Title Offered Commodity Described for Sale Is with Clean Title, Free from
Liens Mortgages or any Encumbrances of Any Nature.
Execution Within 2 working days from signing this “SPA”.

2. TRANSACTION:
a. This transaction shall be identified as Contract Number AE/UAE/16MT/8/18
b. The Transaction Code is required to be contained in all written communication between the
Buyer, Seller and their respective Banks. The transaction code shall not be changed or altered
during the entire course of the transaction. All communication not containing the Transaction
Code shall be deemed as null and void with no liability to Seller.
c. This transaction is to be performed on “Spot Dubai Retail Price (http://dubaicityofgold.com/)".
d. The prevailing language of this Agreement shall be English and / or Arabic.

3. CONTRATED QUANTITY:
a. The Total quantity of the contract shall be 300kg/week for sale to the Buyer under the terms &
conditions of this Agreement for One Year upon with rolls & extensions upon "Commodity"
availability

4. PRICE:
a. The payment for this Agreement/ “SPA” shall be based on a Cash or Telegraphic Transfer "TT".
b. The price payable by the Buyer to the Seller is set on Daily Spot Dubai Retail Price of Transaction
Day.
c. This price will be paid at 995 % purity and/or better (24 Karats) in the form of Gold Bullions 1kg
Bar.
d. Referenced funds in this agreement to be paid in Cash or TT by United Arab Emirates AED Dirham
or Equivalent USD.
5. PROCEEDURES:
a. When the Buyer Transfer the Full Value of the purchased Gold "Commodity" Cash or Telegraphic
Transfer “TT” to Seller`s Bank Account and Seller Receive a Credit Confirmation from his bank that
his account has been Credited by The Buyer, Transaction will Take Place and Seller will Instruct
Brinks Dubai to Move & Store the "Commodity" on their safe stores inside Brinks Dubai Under the
Buyer Full Authority & Control with all required purchased "Commodity" documents such as
Invoice, Gold Certificates, Ownership and SKR "Safe Keeping Receipt".
b. Original Copies of Invoice, Gold Certificates, Ownership and SKR will be shipped Via Brinks
Dubai to deliver it the Buyer in UAE or any other designation inside upon buyer written Request to
have Full Authority & Control of purchased "Commodity".

6. SHIPMENT:
In Case the Buyer Desire to ship his "Commodity" to any designation:
a. he will be responsible for all shipping charges if he Export the Purchased Commodity
outside UAE.
b. This document specifies "goods" will be shipped via Brinks Dubai Policies.
c. Shipment from Seller Designation to Buyer Designation will be via Brinks Dubai.
d. Shipping documents must be in original format, current dated and acceptable and it is
include:
- Three originals of Commercial Invoices in favor of the Buyer.
- Original Gold Certificates.
- Certificate of Ownership.
- Collection Note from Brinks Dubai.

e. Brinks Dubai Shipping Terms & Policies will be applied for all shipments.

7. DELIVERY DOCUMENTS:
Each shipment and delivery shall be identified with all appropriate contract reference codes and
numbers and a label has to be put on the Package Boxes of the “COMMODITY” / Gold Bullions AU
Metals. The Seller will provide the following documents to the Buyer prior to the transport of the
“COMMODITY”. Advance copies of the said documents MUST be e-mailed to the buyer Seventy-Two
(72) hours prior to shipment. The original copies shall be included in each Export Package Box. All
documents must be in original format, current dated and acceptable. All Export boxes MUST be
numbered as per Brinks Policies

1. Three (3) Originals sets of Commercial Invoice in favor of the Buyer signed in duplicates
stating:
Consignee and destination:
a. Company.
b. Address.
c. Contact person.
2. Certificate of Ownership
3. Gold Certificate: issued by the relevant authority, Refinery, verifying that the purity, weight
and quantity of Gold Bullion/ the “COMMODITY” (“Certification”) conforms to the Seller’s
Commercial Invoice and the covenant terms and conditions of this “SPA”.
 4. Packing List of all Export Package Boxes.
5. Export Permit to be issued by the relevant Government Authority (if applicable).
6. Certificate(s) of insurance or Policy in duplicate, in assignable form and endorsed, covering
All Risks.
7. Original Airway bill, marked “Air Freight Pre-Paid” and showing the Gross and Net weight.
8. 3 sets of Clean Airway Bill issued by Seller’s Nominated Freight Forwarder Brinks Showing
(AIR Charges, Net& Gross Weight, ) being the Shipper; evidencing “COMMODITY” as well as
mentioning the actual Flight Number, ETD and ETA date, Final destination this Contract
Number (AE/UAE/16MT/8/18) Commercial Invoice Number and the full description of the
“COMMODITY” (Commodities Cargo) delivered.
9. Document(s) issued by the relevant local Authority in attesting that all Local and State Taxes
have been paid.
Certified copy of Facsimile transmission providing therein full details of delivery including but
not limiting to this
Contract Number (AE/UAE/16MT/8/18) Within Seventy-Two (72) hours upon the departure of
the
consignment.
10. Collection Note from Brinks Dubai. Brinks Dubai.

Note: All the aforesaid documents are to be issued in English and will be presented to the Buyer.
Buyer may require additional documentation from the Shipper at any time. The original copies shall
be with the shipper Brinks. All documents must be in original format, current dated and acceptable.

All the aforesaid documents are to be issued in English and will be presented to the Buyer. Buyer
may require additional documentation from the Shipper at any time. The original copies shall be with
Brinks Company, All documents must be in original format, current dated and acceptable.

8. PAYMENT TERMS:
Purchase Price : Spot Dubai Retail Price that has been quoted in the FCO by AED Dirhams, on
the transaction day
Payment Method : Cash, TT "Telegraphic Transfer" with Seller bank account credit confirmation
letter.

Buyer’s Bank Details

Bank Name  
Bank Address  
Account Name  
Account No.  
Code SWIFT:  
IBAN Code:  
Bank Telephone:  
Bank Officer  
Bank Officer Phone Number  
Bank Officer Email address  
Web Site  

10. TRANSACTION CURRENCY:

The transaction currency shall be of good clean and freely tradable United Arab Emirates of Non-
Criminal or Terrorist Origins and or Equivalent US Dollars.

11. TITLE OF GOODS:

The Title of the “COMMODITY” shall pass directly from the Seller to the Buyer or Buyer's Designated
Entity once the Payment is fully made to the seller in accordance with this “SPA”. Seller confirms
and warrants that the Title of the “COMMODITY” to be sold herein will be free and clear of any and
all liens and/or encumbrances and of legal origin.

12. TAXES AND INSTITUTIONAL COSTS:

The parties hereto individually and separately accept that all liabilities for taxes, levies, duties,
charges and any institutional costs applicable in the execution their respective rules and regulations
will be covered by the buyer. In the event it occurs, the parties hereto shall only be responsible for
those commissions and fees that they in writing have agreed to pay. Each party shall indemnify and
hold the other party harmless against any third-party claims or other forms of payment demands of
above-mentioned nature.

13. Representative:
1. The SELLER shall have the right to appoint at its own expense a representative to supervise
the weighing and sampling operations.
2. The SELLER shall inform the BUYER of the name, address, telephone number and fax
number of its representative and of the authority delegated to him latest when advising
each Gold Shipment vice versa.

14. Assays, splitting limits and Umpire:

1. Assays of the samples taken shall be carried out with the corrected fire assay method.
2. Differences between the SELLER result and the Refiner's result shall be settled in the
following manner:
(a) If the difference is equal or less than ± 0.01% (three hundredths of one percent) for Gold
the assay result of
the Refiner shall be taken as the agreed Settlement assay;
(b) If the difference exceeds the limits under (a) either the SELLER or BUYER may request a
repeat assay;
(c) If the results obtained at the occasion of the repeat assay are still outside the limits
under (a) either the SELLER or the BUYER may request an Umpire assay.
(d) In case of an Umpire assay the sample reserved for this purpose shall be used;
(e) In the event of an Umpire assay the Settlement assay shall be as follows:
 - If the Umpire's assay result falls outside the results of the SELLER and Refiner the
assay result nearer to the Umpire's result shall apply.
- If the Umpire's assay result is the exact mean between the SELLER and the Refiners
result the assay result of the Refiners shall apply.
The costs of the Umpire shall be borne by the party whose result is further away from the Umpire's
result; if the Umpire's result is the exact mean of the result of the (SELLER) and Refiner the cost of
the Umpire shall be on (BUYER).
Any misinformation of the “COMMODITY” after purchasing will be verified by the refinery that
certified the gold bullion with no responsibility on the seller.
Note: Buyer declare his knowledge that the purchased gold is assayed, certified, hallmarked via a
respectable gold
refineries in UAE and Internationally, and clean 100% from any defects regarding the purity,
weight, size, Hallmark.

15. NON-CIRCUMVENTION AND NON-DISCLOSURE:

The parties hereto agree to respect each other's proprietary interests and not to reveal details and/or
information to parties and/or individuals other than those who are the officers involved in handling
this transaction. Except without the written consent of the other party, no communication is to be
made by one party to other, its handling officer(s) and/or manager(s).
In the event that this transaction will not materialize, concluded or will just reach the stage where
the Seller was able to know the particulars and material information or coordinates of the Buyer, the
latter is prohibited to use and utilize those information or coordinates for purposes of contacting
directly the Buyer herein to continue the failed transaction or similar arrangements involving the
same commodity or dealings. Such prohibition will be in force and effect for a period of Five (5)
years from the date of execution hereof.

16. FORCE MAJEURE:

The parties hereto shall not be liable for any failure to perform in the event of force majeure clauses
as stated in the Standards/Publications of the International Chamber of Commerce (ICC) Paris.
If the performance of any part of this Agreement by any party, or of any obligation under this
Agreement, is prevented, restricted, interfered with, or delayed by reason of any cause beyond the
reasonable control of the party liable to perform, unless conclusive evidence to the contrary is
provided, the party so affected shall, on giving written notice to the other parties, be excused from
such performance to the extent of such prevention, restriction, interference, or delay, provided that
the affected party shall use its reasonable best efforts to avoid or remove such causes of non-
performance and shall continue performance with the utmost dispatch whenever such causes are
removed. When such circumstances arise, the parties shall discuss what, if any, modification of the
terms of this Agreement may be required to arrive at an equitable solution.

17. ARBITRATION:
In the event of dispute involving or related to any portion of this “SPA” and the same cannot be
resolved in an amicable way, each party of this “SPA” shall have the right to take the proper legal
recourse and shall be bound by the arbitration procedures of the International Chamber of
Commerce (ICC) Paris.
 In accordance with its rules for a pre-arbitral referee procedure. All disputes and
settlement arising out of or in connection with the present “SPA” shall be governed, settled by one
or more arbitrators that will be appointed or designated in accordance with the above-mentioned
rules of arbitration.

18. APPLICABLE LAW:

In any action or proceedings to enforce the arbitral award of the arbitration has failed, the UAE Law
shall apply or Laws of International Chamber of Commerce (ICC) Paris, as per signed NCNDA.

19. SPECIAL PROVISIONS:

1. Buyer has No right to assign this “SPA” in whole or in part.
2. Nothing contained in this “SPA” shall be construed or have an effect as constituting any
partnership between the parties of this “SPA”.
3. This “SPA” contains the full “SPA” and entire understanding of the parties herein with
respect to the subject matter hereof and supersedes all prior and contemporaneous
understandings of parties with respect to the same subject of this “SPA”. No changes,
alterations or substitutions shall be permitted unless the same shall be notified in writing
and signed by both parties.
4. This “SPA” shall be accepted to be legal and binding by both parties if executed and sent
by fax and/or E-Mail direct to the parties concerned at the numbers contained within this
“SPA”.
5. This “SPA” is fulfilled electronically, signed digitally and is serving as original whereupon it
remains binding upon the parties hereto, their assigns and successors and is signed with
full authority to act.

20. ACCURACY OF REPRESENTATIONS AND WARRANTIES:

None of the representations or warranties of the Seller or the buyer contain or will contain any
untrue statement of a material fact or will omit or misstate a material fact necessary in order to make
statements in this Agreement/ “SPA” not misleading.

21. REPRESENTATIONS OF BUYER:

The Buyer represents and warrants to the Seller as follows:
1. Corporate Existence. The Buyer is a corporation duly organized and legally existing
under the laws of his
Country. The Buyer has requisite corporate power and authority to enter into this
Agreement and the Related Agreements and to perform its obligations under them.
2. Authorization. The execution, delivery and performance of this Agreement and the
Related Agreements have been duly authorized and approved by the board of directors
and shareholders of the Buyer. This Agreement and the Related Agreements constitute
valid and binding agreements of the Buyer, enforceable in accordance with their terms,
except as enforceability may be limited by bankruptcy, reorganization, insolvency or
similar laws effecting the enforcement of creditors’ rights or by the application of
general principles of equity.
3. Accuracy of Representations and Warranties. None of the representations or warranties
of the Buyer contain or will contain any untrue statement of a material fact or will omit
 or misstate a material fact necessary in order to make the statements contained herein
not misleading.

22. REPRESENTATION OF SELLER:

1. Seller of the “COMMODITY” / Gold Bullions free and clear of all pledges, security interests,
options, claims charges, liens or other encumbrances or restrictions of any kind.
2. Seller has taken all necessary steps to transfer to Buyer title to the “COMMODITY” Gold
Bullions.
3. NON-CRIMINAL / NON-TERRORIST ORIGIN: The offered “COMMODITY” for sale herein is
not of criminal or terrorist origin and does not contravene the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Money Laundering Regulations 2007, 18 USC 1956-1957, the
Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized and Serious Crime
Ordinance, the Narcotics Drug Law 1990, or any other law intended to prevent illegal,
criminal or terrorist activity.

23. INDEMNIFICATIONS AND SURVIVAL:

1. Survival of Representations and Warranties and Indemnification Obligations. All representations,
warranties and indemnification obligations made in this Agreement will survive termination of this
Agreement, except that any party to whom are presentation or warranty has been made in this
Agreement will be deemed to have waived any misrepresentation or breach of their presentation or
warranty if the party had knowledge of such breach as of the date of this Agreement. The
representations, warranties and indemnification obligations in this Agreement will terminate Five (5)
years after the Effective Date, and such representations, warranties or indemnification obligations
will thereafter be without force or effect, except for any claim with respect to which notice has been
given to the potentially indemnifying party before such expiration date.

2. Seller’s Indemnification:
a. The Seller hereby agrees to indemnify, defend, and hold the Buyer, its successors, and assigns
harmless from and against any and all Damages arising out of or related to: (I) Any breach or
inaccuracy of any representation or warranty of the Seller made in this Agreement or any Related
Agreement; and (II) Any liability or obligation of the Seller or arising out of or in connection with the
origin, use, condition, or maintenance, of the “COMMODITY” Gold Bullions by the Seller.
b. If any claim is asserted against the Seller by the Buyer or Consultants that would give rise to a
claim for indemnification then the Buyer will promptly give written notice to the Seller and the Seller
will, at no expense to the Buyer, defend the claim.

3. Buyer’s Indemnification:
a. The Buyer agrees to defend, indemnify, and hold harmless the Seller and Consultants from and
against all Damages arising out of or related to any breach or inaccuracy of any representation or
warranty of the Buyer made in this Agreement or any Related Document.
b. If any claim is asserted against the Buyer by Seller or Consultants that would give rise to a claim
for indemnification then the Seller or Consultants shall promptly give written notice to the Buyer
concerning such claim and the Buyer will, at no expense to the Seller or Consultants, defend the
claim.
24.BREACH OF CONTRACT
Breach of this contract by the seller or the buyer give rise to the legal claim in the courts of the
compensation for damages caused, of the contract signed by both parties. Via International
Chamber Of Commerce (ICC) Paris.

25. JOINT DECLARATION

The Seller and Buyer each declare unto one another that the Au “COMMODITY” herein for sale, and
the origin of the funds used for purchasing the AU “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, Patriot Act 2001, or any other illegal
or criminal activity. And accordingly, each party to this contract indemnifies each other against any
such allegations which, may or may not be made in the future.

26. TERM:
This Contract is SPOT DUBAI RETAIL PRICE.
"Commodity" Availability is Considered

27. MISCELLANEOUS PROVISIONS:

1. Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their
respective heirs, personal representatives, successors, and permitted assigns.
2. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will be
construed to confer on any person, other than the parties to this Agreement, any right, remedy, or
claim under or with respect to this Agreement.
3. Further Assurances. Each party agrees (a) to execute and deliver such other documents and (b) to
do and perform such other acts and things, as any other party may reasonably request, to carry out
the intent and accomplish the purposes of this Agreement.
4. Time of Essence. Time is of the essence with respect to all dates and time periods set forth or
referred to in this Agreement.
5. Expenses. Except as otherwise expressly provided in this Agreement, each party to this
Agreement will bear the party’s own expenses in connection with the preparation, execution, and
performance of this Agreement and the transactions contemplated by this Agreement.
6. Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the
party entitled to the benefit of such provision or condition. Waiver of any breach of any provision
will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or
any other provision.
7. Governing Law. This Agreement will be governed by and construed in accordance with the laws
of United Arab Emirates or the International Chamber of Commerce (ICC) Paris, without regard to
conflict-of-laws principles.
8. Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions
of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this
Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in
addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of
such arbitration, suit, or action as determined by the arbitrator or trial court, and if any appeal is
taken from such decision.
9. Severability. If any provision of this Agreement is invalid or unenforceable in any respect for any
reason, the validity and enforceability of such provision in any other respect and of the remaining
provisions of this Agreement will not be in any way impaired.
10. Entire Agreement. This Agreement, together with Related Agreements, constitutes the entire
agreement and understanding of the parties with respect to the subject matter of this Agreement
and supersedes all prior understandings and agreements, whether written or oral, among the parties
with respect to such subject matter.
11. Computation of Time. Whenever the last day for the exercise of any privilege or the discharge of
any duty hereunder shall fall on a Saturday, Sunday, or any public or legal holiday, whether local or
national, the person
having such privilege or duty shall have until on the next succeeding business day to exercise such
privilege, or to discharge such duty.
12. Currency. All purchase and sale transactions between Seller and Buyer under this Agreement
shall be denominated in United Arab Emirates Dirhams or Equivalent United States Dollars (USD)
amount.
13. Authority to Execute. The parties hereby represent that each has caused, and will cause, the
proper corporate or individual actions to be taken by each respectively, to effectuate the rights and
obligations granted under this Contract.
14. Successors. All the terms and provisions of this Contract shall be binding upon and inure to the
benefit and be enforceable by the successors in interest of the respective parties hereto. Nothing
contained herein, expressed or implied is intended nor shall it be construed to confer to or give to
any person, firm, or corporation other than the parties hereto any rights or remedies under or by
reason of this Contract.
15. Advice of Counsel. By executing this Contract, the parties acknowledge that they have been fully
advised by independent counsel as to the ramifications of the terms and provisions of this Contract,
and the signatories have authority to act on behalf of the respective entities in executing this
Contract, for the purposes herein contained.
16. Amendments. This Agreement may be amended only by an instrument in writing executed by all
the parties.
17. Facsimile Signatures. Facsimile or E-mail transmission of any signed original document, and
retransmission of any signed facsimile transmission, will be the same as delivery of an original. At
the request of any party, the parties will confirm facsimile or E-mail transmitted signatures by
signing an original document.
18. Confidentiality. The parties agree that this Agreement / “SPA” and its terms and conditions are
confidential and may not be released or divulged to any third party without the written consent of
both parties.
19. Relationship of the Parties. The parties acknowledge that this Agreement “SPA” shall not create
any agency, partnership or joint venture relationship between the Buyer and Seller.

28. NOTICES:
All notices and other communications under this Agreement must be in writing and will be deemed
to have been given if delivered personally, sent by facsimile/E-mail (with confirmation), mailed by
certified mail, or delivered by overnight delivery service (with confirmation) to the parties at the
following addresses or facsimile numbers (or at such other address or facsimile number as a party
may designate by like notice to the other parties):
29. EXECUTION OF THIS AGREEMENT:
The terms of this “SPA” 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 “SPA”. If this “SPA” is not signed within Nine (9)
Business Days after the date as inserted, it will be "null and
void". A Hard Copy of this “SPA” shall be signed and executed by both Parties. By signing below,
both parties abide by their corporate and legal responsibility, and execute this “SPA” under full
penalty of Perjury.

Buyer Passport Copy

 Buyer Trade License Copy

The End of The Sales & Purchase Agreement