Buyer Agreement

The Buyer engages the Company to coordinate the sourcing, verification, documentation and logistics of the purchase of [PRODUCT – DORE / BULLION, PURITY & FORM] in the quantity and schedule described as [QUANTITY & DELIVERY SCHEDULE].

The Company acts as coordinator and introducer. Title, risk and payment obligations pass under the sale and purchase contract executed between the Buyer and the seller.

The Buyer will provide complete KYC documentation, including certificate of incorporation, ownership and control structure, directors' identification, and beneficial ownership declarations.

The Buyer will provide satisfactory evidence of financial capacity, including proof of funds, bank comfort letter or an equivalent instrument acceptable to the Company and the seller.

The Buyer warrants that funds used in the transaction are of lawful origin and are not derived from, or connected with, any criminal conduct, sanctions evasion or money laundering.

The Buyer will co-operate with all AML/CTF, sanctions and responsible sourcing checks and will promptly notify the Company of any material change in its circumstances.

The price basis is [PRICE BASIS, DISCOUNT & LBMA REFERENCE], calculated on the assayed fine gold content unless otherwise agreed in writing.

Delivery is on the basis of [DELIVERY TERMS / INCOTERMS & DESTINATION].

Payment is made by [PAYMENT METHOD & TIMEFRAME] against the documents specified in the sale and purchase contract.

The Buyer is entitled to inspection and assay by an independent, mutually agreed assayer at the agreed inspection point, with costs allocated as set out in the sale and purchase contract.

Final settlement is made on the basis of the final assay result unless the Parties agree an umpire assay procedure.

Where payable by the Buyer, the Company's coordination fee is [COMMISSION PERCENTAGE (IF APPLICABLE)] of the gross transaction value, payable at settlement of each shipment or tranche.

Fees are payable free of set-off, deduction or counterclaim, and are non-refundable once the corresponding settlement has occurred.

The Buyer will not bypass, circumvent or directly approach any seller, refinery, logistics provider or other business contact introduced by the Company without the Company's prior written consent, in accordance with the NCNDA executed between the Parties.

The Buyer acknowledges that the Company does not guarantee the availability, quality, quantity, purity or delivery of any material, nor the performance of any seller or third-party service provider.

The Buyer is responsible for its own due diligence, import permits, taxes, duties and regulatory obligations in the destination jurisdiction.

No advance payment, deposit or fee is to be made to any party other than in accordance with terms verified in writing by the Buyer's own advisers.

This Agreement commences on [DATE] and continues until completion of the Transaction or until terminated on [NUMBER] days' written notice.

Termination does not affect accrued rights, fees earned, or the survival of the confidentiality, non-circumvention and governing law provisions.

To the maximum extent permitted by law, the Company's aggregate liability under this Agreement is limited to the fees actually received by it in respect of the Transaction, and the Company is not liable for indirect or consequential loss, including loss of profit or opportunity.

This Agreement is governed by and construed in accordance with the laws of [GOVERNING LAW / JURISDICTION].

The Parties submit to the non-exclusive jurisdiction of the courts of [GOVERNING LAW / JURISDICTION] in respect of any proceedings arising out of or in connection with this Agreement.

Before commencing proceedings, the Parties will use reasonable endeavours to resolve any dispute by good-faith negotiation between senior representatives within [NUMBER] business days of written notice of the dispute.

If the dispute is not resolved by negotiation, it will be referred to [DISPUTE RESOLUTION FORUM / ARBITRATION RULES / SEAT OF ARBITRATION] for final determination, unless the Parties agree otherwise in writing.

Nothing in this clause prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, representations and understandings.

No variation of this Agreement is effective unless it is in writing and signed by each Party.

If any provision is held to be invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

A failure or delay in exercising a right under this Agreement does not operate as a waiver of that right.

Each Party bears its own costs in connection with the negotiation and execution of this Agreement.

This Agreement may be executed in counterparts, including by electronic signature, scanned copy or facsimile, each of which is deemed an original and all of which together constitute one instrument.

The Parties agree that an electronic signature applied through the Gold Capital International website, or transmitted by email, has the same legal effect as a handwritten signature to the extent permitted by the Governing Law.

Executed on [DATE] by the duly authorised representatives of the Parties named below.