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SALES AND PURCHASE AGREEMENT (SPA)

With reference to the FCO Dated 14th February 2025. This “SALE
PURCHASE AGREEMENT, (SPA) “ is made and entered into, this Day
____February 2025

BY AND BETWEEN

SELLER
ORGANIZATION SWARNABHARANA. JEWELLERS
[Link]
REPRESENTED BY A.
TITLE PROPRIETOR
ADDRESS BANGALORE
Hereinafter referred to as the “SELLER” called as PARTY -A (1)
AND

BUYER
COMPANY SUNNIDHI GOLD AND BULLION PRIVATE LIMITED
REPRESENTED BY RAMESH N
TITLE DIRECTOR
ADDRESS BANGALORE
Hereinafter referred to as the “BUYER” called PARTY- B (2)

AND

FACILITATOR
COMPANY SWARNA KUMBHA TRADING PRIVATE LIMITED
REPRESENTED BY [Link] KUMAR
TITLE DIRECTOR
ADDRESS (SKJ) SALMARA,KARKALA, UDUPI DISTRICT
Hereinafter referred to as the “FACILITATOR’’ called PARTY - C (3)
NOTE THAT
The SELLER. Is responsible towards requisite accomplishments, in support and
will coordinate the banking transaction for arranging the fund with Interim Buyer
and delivering the metal to the desired locations of the Buyer. SELLER &
BUYER hereinafter collectively referred to as the “PARTIES
Under mentioned is the comprised structuring trade shall
proceed and the same is under mutual consensus between
the parties to trade.
1. The Trade is under the Pricing Index of MCX. The day opening pricing is to
be considered for transaction taking place in the morning hours, or 12.00
noon pricing gets effective for the later half of noon transaction timings.
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2. Structuring is based on Basic Price, less Discount as per FCO duly signes
by both seller and buyer.
3. GST levies inclusion on MCX -Price

4. The Trade happens between Party A, as Seller and Party B as Buyer to be

Ultimately
handling the Purchase for which, as under the Protocol practice, Any costs and/or
Charges provided to Party A shall remain as to be deducted from the commercial
invoice during the payments and has to be considered as advances towards the
trade tranche being carried.

5. Banking Charges & Levies, is the sole responsibility of the concerned Party &
cannot be claimed from others

6. Party A & Party B shall be of focus & important towards this document and Party
C remains for Endorsing Only

7. HSN Code applicable under 24 Carats Pure Gold criterion of 999 is 7108 1200

8. Price Structure is calculated after Net Discount & Commission as per

FCO dated _______, with 3% GST levies on MCX price (Finalized as per
consensus and will be raised on tranche volumes..)
Further……

We shall take on with the detailing of the consented clauses mutually in

acceptance between Party A and Party B Party C since just an endorsing Party for
this document, shall not have any interference towards the pact between the
main Party A and B towards their understanding resolutions and handling. It is to
just be as an endorsement presence for Party C.

Facilitation and mediators can be provided with an Annexation copy with trade
disclosure of Quantity, Terms and their mediation Fees, that they are eligible for.
SPA not to have any such mediator inclusion or signing criterion doesn’t hold good.
(Even as witness)

1. SELLER DECLARATION OF SELLING

WHEREAS, the Seller with full corporate authority and responsibility certifies,
represents, warrants and makes an irrevocable firm commitment that he will fulfil
requirements of this Agreement, Sell & Provide the commodity, herein mentioned,
on time & in the manner, under the terms specified & agreed upon by signatures
hereafter. WHEREAS, the Seller warrants with full responsibility, under penalty of
perjury or fraud, that he is the owner and is in possession or has the authority to
sell and deliver the Finished commodity specified hereinafter, free from any liens
or encumbrances having no criminal or illegal origin.
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2. BUYER DECLARATION OF PURCHASING

WHEREAS, the Interim Buyer with full corporate authority and responsibility
certifies, represents warrants and makes an irrevocable firm commitment that
they will lead through the process of purchase, of the commodity mentioned in a
timely manner, under the terms specified and agreed upon by the signatures
hereafter.
WHEREAS, the Buyer confirms with full responsibility, under penalty of perjury or
fraud, that he is ready, willing and able to commit towards the purchase the said
commodity.

3. SELLER AND INTERIM BUYER ASSERTION

WHEREAS, The Seller and Buyer, each with full corporate authority, certify,
represent and warrant that each can fulfil the requirements of this agreement and
respectively provide the products and the funds referred to herein, on time and
under the terms agreed to hereafter and both agree to finalize and execute this
SPA under the terms and conditions hereinafter set forth. Please note that in this
Document Buyer is the Interim Buyer and not otherwise. Interpretation s to be
done accordingly
4. COMMODITY DESCRIPTION

The commodity that the Seller will sell to the Buyer is specified as follow:
GOLD BULLION BARS or 24Carats 999 Cadre Pure Gold Bars, directly from the
foreign origin or Indian branded bullion bars acquired against exchange of Impure
bars & nuggets of foreign origin, Purified & HALLMARKED with series and below
[Link] HSN CODE shall be 7108 1200 as per the GST Directives under and as
per the Product CORE INCLUSIONS

5. DOCUMENTS ON DELIVERY.

a. Work / Commercial Invoice-Four copies will be provided

b. Certificate of ownership of Gold
c. Declaration that the Gold is free and clear and of non-criminal and non-
terrorist origin, unencumbered and free of any adverse claims, liens and
encumbrances, and is transferable and exportable.
d. Buyers Acknowledgement for purity verification Certificate of
analysis (Assay report) from Government Recognized Purity
Verification Centre.
6. PROCEDURE:
a. BUYER & SELLER sign SALES PURCHASE AGREEMENT, where delivery protocol
is delineated.
b. Seller after signing contract, shall forward the copies to the Buyer.
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c. Buyer will arrange the “Proof of Fund- ‘POF” and Seller will provide Proof of
product-‘POP” raw gold which is providing as counter guarantee to the Buyer.
d. Within Two days (2 days) of the obtaining pop the Buyer will transfer the
amount equal to the value of available Raw Gold to the Bank Account of the
Facilitator, Depend upon the banking norms, thereafter the Seller, Fcilitator and
the Banker will release & handover the raw gold to the custody of the Buyer
and fixup the date for delivery of purified Minted Bullion bars duly refined at
MMTC as well as Reliance complying to the purity of 24 carat.

e. The Date of delivery of Bullion bars will be informed to the Buyer either by
telephonically or via email to be sent at least 48 hours in advance, Here the
first Delivery shall be throgh the destination after verifying the purity at MMTC
OR through BRINKS -Logistics.

f. Upon Seller’s confirmation of readiness, the buyer should make payment for
the value of consignment within ‘6hours’ failing which the buyer can return the
equal value of raw gold already holding in his custody.

g. On the date of delivery, the Seller will be pre-informed about the delivery
location at the buyer’s city where Buyer or their authorized personnel shall wait
for product arrival at the desired location to acknowledge the quantity/quality
and purity of the gold delivered.

h. All Logistic costs from the point of manufacturing /origin to the buyer’s location
shall be borne by the seller. It is assured and in consensus, that the buyer will pay
and take the material.

7. WARRANTY DELIVERY

a. Seller guarantees that the Buyer will receive a minimum of expected quantity of
ordered items of Gold vide HSN Coode 71081200 of 24 carts 999, hallmarked
with series and certificates, in all shipments against BG.
b. The price is calculated as per “MCX- INDEX” Price with discount as per FCO
dated _________and GST levies as per norms. The subsequent monthly shipment
will be followed till the delivery term is completed.
b. The Seller further agrees that the 999 Gold will be delivered at designated
purity verification center whereby Buyer and Seller shall arrange for further
delivery to the Buyer’s custody.
c. Seller is supposed to deliver refined 999 Gold (Au) commodity in accordance
with this [Link]
a. Buyer’s Firm Name and Address should be stated on the Commercial Invoice as
indicated with GST Number.
d. The Buyer shall not be responsible for all cargo/logistic related duties, charges
and taxes till reaching the Delivery destination unless otherwise stated herein.
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It’s obvious and the Seller shall be responsible for all cargo/ logistic related
charges till reaching the delivery destination unless otherwise stated herein.
e. Seller’s execution, delivery and performance of this Agreement did not and will
not violate any applicable laws or regulations or result in the breach of any
other agreement to which Seller is a party
f. The metal to be sold will be at the time of delivery be owned by the Seller as
well as free and clear of any and all adverse claims, liens and encumbrances.
g. Such Gold was legally acquired by Seller and there was and will be no
infringement whatsoever on the part of Seller or at any point in Seller’s chain of
title of any laws and regulations from the moment of extraction through to the
Delivery Point and through the moment that ownership of the Gold passes to
Buyer.
h. There is no fact that Seller or any of its agents are or could be aware of that
would taint the object of this sale transaction in any way or would be a product
or means of any illicit or unethical action.
i. Seller shall prepare, procure and deliver to Buyer the Delivery Documents.

j. Seller shall indemnify the Buyer against any losses, liabilities, penalties, claims,
actions, awards, settlements if ocuurrred due to this transaction.

8. ASSAYING / ACKNOWLEDGEMENT COMMITMENT:

a. The Buyer to inspect the Goods as soon as possible on arrival at the

Assayer/Purity Verification Centre.
b. On completion of the inspection, the Buyer shall sign & issue consignment
Receipt and acknowledgement for quality, quantity and purity verification. It
shall be considered acknowledgement of receipt of Goods in their state at
Delivery.
c. The acknowledgement also can happen with the acceptance seal and signature
on the Invoice issued.
d. The actual Quantity, Quality and Purity shall be determined by the Assayer in-
front of the buyer or his Assignee / Representatives.
e. The Assayer shall perform an Analysis of the Goods to ascertain the quality.
The Buyer shall pay the fees of Assayer if required. and if the reporting
matches with signed agreement, then the Buyer has to oblige the consignment
values with payments within the time frame and thereby has no right to cancel
the purchase and this SPA becomes irrevocable upon the successful initiation of
transaction referred above.

9. PAYMENT COMMITMENT
In General condition the payments are supposed to be cleared within
‘6’ hours of delivery. Beyond which notices to be served
FINANCIAL GUARANTEE : Fixed deposit valid for 13 months
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• RTGS in advance should be for minimum of 2000 Kg and Upto 4500 kg

Cr through which Seller can supply Bullion Bars upto- 500Kg per week
and buy back the impure bars worth of same value.

10. LIABILITIES AND PENALTIES

a. Except as expressly provided in this Agreement, neither Seller nor Buyer shall
be liable for any indirect or consequential losses which may be suffered or
alleged to have been suffered by the other party.

11. INSURANCE
Insurance policy established and thereby object insured by the Seller shall
cover all risks, loss or damages to the said goods, including Robbery, hijacking,
explosion and natural calamities etc. till the Gold is delivered to the buyer.
12 BANK COORDINATES
The payment will be made in the form of RTGS/ SWIFT/Ledger Transfer. Seller
has the right to change his bank account details if need be. He must, prior to
any change, notify in written the Buyer in advance.

13 AUTHORITY OF SIGNATORIES
a Each of the parties hereto confirms, with full legal responsibility, that each has
full legal and lawful authority to execute this Contract and therefore all terms
and conditions shall be fully binding.
b 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.
c A facsimile/email 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 assignee.
14. VALIDITY OF CONTRACT
This contract of 12 months, with possible ROLLS & EXTENSION is valid for
the period of its satisfactory completion, unless both parties agree to
extend its validity by way of a signed and dated addendum.
15 . SPECIAL CONDITIONS
a. This agreement remains valid for one year from the date payment of RTGS in
advance or unless terminated by either party on a 2 weeks’ notice whichever is
earlier. It further supersedes all contracts/agreements which may have been
negotiated, signed put into legal existence to date between the Seller and the
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Buyer regarding the specific transaction contemplated by this Agreement.

Amendments to the contract require mutual written consent.
b. Seller shall designate his/its representative to accompany the commodity till
the final delivery destination to witness the full process at the MMTC Centre.

17. ASSIGNMENT

Either party may assign its rights under this Agreement. Either party may
assign its duties, liabilities and/or obligations under this Agreement, but the
effect of doing so is that the assignee will become responsible for such duties,
liabilities and/or obligations and the assignor will remain jointly and severally
responsible for such duties, liabilities and/or obligations.

18. APPLICABLE LAW AND BINDING ARBITRATION

All disputes, controversies or differences which may arise between the Parties
hereto out of in relation to or in connection with this Agreement, or the breach
hereof, shall be finally resolved in India by arbitration in accordance with the
Arbitration and Conciliation Act, 1996. The award shall be final and binding upon
the Parties hereto. Subject to the aforesaid, the courts in Mumbai shall have
jurisdiction over disputes between the Parties
18. ARRIVAL- DISPATCH PROTOCOL
Step-1 : In response to the order placed by the buyer through email, the
Seller will dispatch the commodity through reputed logistics.
Step-2 : The Gold Commodities will be transported along with Armoured,
insured carrier transports /Logistics to Purity Verification Center -MMTC
or___ , Refinery,

Hallmarking Centre or Reputed Jewellery.

Step-3 : Opens and weighs commodities upon receipt.
Step-4 : Quality test is performed by the buyer to ensure the presence
and quality of Gold.
Step-5 : Buyer signs the acceptance of the Quantity, Quality and Purity
Verification report.
Step-6 : Buyer should make Payment for delivered Au-Metal through
prescribed modes of transfer within 7 working days from the date of delivery of
the metal to the buyer

NOTICES

Unless otherwise agreed in writing, any notices, statements, requests or other

communications to be given to either Party pursuant to this Agreement shall be
sufficiently made in writing and sent by email, swarnabharana18@[Link]
and not any other means of data transmission directly to the address of the
party specified for this purpose in this Agreement.
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CONCLUSIONS, DECLARATION AND SIGNATURES

The Parties hereto agree that they have signed stamped copies of this Contract and
exchanged by the Parties hereto are considered legally binding and enforceable. Said
Parties agree that any dispute shall be settled amicably if possible, or, via arbitration by
Indian Court of Law only and that decisions and awards shall be final.

NAME SIGNATURES & SEAL

[Link] . SWARNABHARANA JEWELLERS

GST REGISTRATION NUMBER : 33GKBPS0998L1ZI
AADHAR ID : 685782501190
[Link]
GST REGISTRATION NUMBER :
AADHAR ID :
[Link]
GST REGISTRATION NUMBER :
AADHAR ID :

WITNESS

1)

2)

End of the Document.