Contract Samples-1
PRECIOUS METALS SUPPLY, SHIPMENT AND IMPORT COOPERATION AGREEMENT
ARTICLE 1 - PARTIES
1.1. Buyer/Importer Company
Name: ………………………………………………………..
Address: ………………………………………………………..
Tax Number: ………………………………………………………..
MERSIS Number: ………………………………………………………..
Authorized Representative: ………………………………………………………..
1.2. Seller/Supplier
Title/Name and Surname: ………………………………………………………..
Address: ………………………………………………………..
Tax/Identification Number: ………………………………………………………..
Authorized Person: ………………………………………………………..
The Buyer/Importer and the Seller/Supplier will hereinafter be referred to individually as "Party" and collectively as "Parties".
ARTICLE 2 - DEFINITIONS
In this agreement;
2.1. Precious Metals: Gold, silver, platinum, and other precious metals as the parties agree upon in writing.
2.2. Goods: Precious metals in the form of blocks, ingots, granules or other forms agreed upon by the parties, supplied by the Seller and shipped to the Buyer under this agreement.
2.3. Purity Determination: The purity level of the product shall be measured by an authorized laboratory, mint, or independent organization accepted by the parties.
2.4. London Fixing / Reference Price: The reference price established in international markets for the relevant precious metal and agreed upon by the parties.
2.5. Import Completion Date: The date on which the entry procedures, customs procedures, and delivery processes of the goods into Turkey are actually completed.
2.6. Acceptable Waste/Separation: Technical tolerances that may arise due to the nature of precious metals trading and that have been previously agreed upon by the parties,
It expresses.
ARTICLE 3 - SUBJECT OF THE AGREEMENT
The subject of this agreement is; the Seller's supply of precious metals of the specifications stated in the agreement, in accordance with the Buyer's request, carrying out the necessary preparation and separation processes, shipment and import process; and the Buyer's receipt of the goods, having the purity tested, purchasing the goods found to be satisfactory and making the payment, and the determination of the mutual rights and obligations of the parties within the framework of the contract terms.
ARTICLE 4 - GENERAL PRINCIPLES
4.1. The parties acknowledge that this agreement constitutes a framework agreement creating a continuous commercial relationship.
4.2. Each shipment will also be documented with a written order, confirmation letter, email correspondence, or shipping instructions.
4.3. The seller acknowledges, declares, and undertakes that the goods to be shipped were obtained through lawful means and are free from any third-party rights, pledges, liens, encumbrances, precautionary measures, or other legal restrictions.
4.4. The parties acknowledge that the nature of precious metals trading involves high levels of security, documentation requirements, regulatory compliance, and financial transparency obligations.
ARTICLE 5 - SELLER'S REPRESENTATIONS AND WARRANTIES
5.1. The seller acknowledges and guarantees that the goods subject to shipment belong to him or that he has the right to dispose of them.
5.2. The seller acknowledges that all information provided regarding the quality, purity, quantity, and delivery characteristics of the goods is accurate and accepts responsibility for all damages arising from incomplete, misleading, or false statements.
5.3. The seller shall prepare the goods covered by this agreement with a minimum …….. /1000 and in the form specified by the parties in the order confirmation.
5.4. The seller shall sort, package, weigh, label, and prepare the goods for shipment in accordance with commercial practice prior to shipment.
5.5. The Seller agrees to deliver the following documents to the Buyer along with the shipment:
a) Commercial invoice,
b) Packing/weight list,
c) Declaration of origin and source,
d) Preliminary analysis or analysis report, if any,
e) Transport document,
f) Relevant official permits, licenses or approval documents,
g) Other documents that the Buyer may request in writing.
5.6. The seller shall be responsible for all expenses, taxes, duties, charges, insurance, storage, security, and third-party claims arising until the goods are cleared in the country of shipment; unless otherwise agreed in writing, these matters cannot be attributed to the buyer.
5.7. The Seller acknowledges in advance that if the goods shipped do not conform to the declared specifications as a result of the calibration inspection to be carried out in Türkiye, the Buyer has the right to refuse acceptance, request repricing, return the goods, make a deduction, or exercise other contractual rights.
ARTICLE 6 - RIGHTS AND OBLIGATIONS OF THE BUYER
6.1. The buyer shall fulfill all obligations relating to the shipment, including import, customs clearance, domestic official procedures, mint or authorized laboratory inspections, registration, and legal requirements.
6.2. The buyer has the right to have the goods assayed, weighed, inspected, sampled and other checks carried out before or after the actual acceptance of the goods.
6.3. The buyer agrees to pay for the goods, as per this agreement and related order confirmation, in the manner and within the timeframe specified in this agreement.
6.4. The buyer may request reasonable changes to the shipping schedule due to market conditions, official procedures, security requirements, or internal compliance processes.
6.5. The Buyer reserves the right to increase or decrease weekly, monthly, or periodic demand quantities. This change does not negate the Seller's explicitly stated minimum delivery obligations.
ARTICLE 7 - NATURE OF THE GOODS, STANDARDS AND QUALITY CRITERIA
7.1. Unless otherwise agreed in writing by the parties, the goods to be shipped 22 carat / 916‰ or of the other purity level specified in the order form.
7.2. The determination of standard, weight, and content will be based on a report from a mint, refinery, or independent authorized laboratory in Türkiye, commissioned by the Buyer.
7.3. The Seller acknowledges that any tests, measurements, or reports conducted in their own country are for preliminary information only; and that the final report accepted by the Buyer will be the basis for the final commercial settlement.
7.4. In case of a discrepancy between the declared setting and the detected setting:
a) the price may be recalculated,
b) the deficiency in the setting rate may be deducted from the price,
c) the goods may be rejected,
d) breach of contract provisions may be applied.
7.5. Acceptable tolerance rates for fire, humidity, packaging variations, and technical losses will be determined separately by the parties for each shipment. If no determination is made, commercial custom and objective technical data will be taken as the basis.
ARTICLE 8 - ORDER AND SHIPPING PROCEDURE
8.1. The Buyer shall notify the Seller of the shipping request in writing. The written instructions shall include at least the following:
a) type of precious metal,
b) target purity level,
c) approximate quantity,
d) shipping date,
e) delivery method,
f) any special security or courier requirements.
8.2. The seller will provide written confirmation within a maximum of …. business days from the date of receipt of the order request
8.3. Shipment will be made according to the delivery method determined in writing by the parties. If no delivery method is specified, shipment will be made by secure air cargo in accordance with international commercial practices.
8.4. If a private courier is to be used, the party selecting the courier will be specified in writing; and it will also be confirmed which party bears the transportation risk associated with the courier selection.
8.5. The seller will provide the buyer with a list of each package's contents, including gross and net weight, serial number, seal information, and shipping accompanying documents, prior to shipment.
8.6. The seller is obligated to immediately inform the buyer in writing of any developments that may cause a delay in delivery.
ARTICLE 9 - TRANSFER OF RISK AND OWNERSHIP
9.1. Unless otherwise agreed in writing, the transfer of the risk of transporting the goods will be determined according to the delivery method agreed upon by the parties.
9.2. Ownership passes to the Buyer upon full payment of the price of the goods and final acceptance of the goods.
9.3. The Buyer shall be deemed to have conditional possession of the goods until the assay and legal inspection are completed; ownership of any goods not accepted during this process shall remain with the Seller.
ARTICLE 10 - IMPORT, CUSTOMS CLEARANCE AND OFFICIAL PROCEDURES
10.1. Import, customs, tax, fund, registration, minting, laboratory and other official procedures in Türkiye will be handled by the Buyer.
10.2. The seller shall submit all import documents completely, accurately, and on time. Any delays, penalties, expenses, and damages arising from missing or inaccurate documents shall be the responsibility of the seller.
10.3. If official authorities request additional information, documents, or clarification, the Seller is obligated to comply with these requests without delay.
10.4. If importation is not possible due to legal reasons, the parties shall first cooperate to find a solution; if no solution is reached, the Buyer shall have the right to terminate the contract with respect to the relevant shipment.
ARTICLE 11 - PROCEDURE FOR DETERMINING STATIC VALUES, ACCEPTANCE AND REJECTION
11.1. Final acceptance of the goods is subject to written approval following an inspection process determined by the Buyer.
11.2. , as a result of calibration, weighing or technical analysis, it is determined that:
a) there is a deficiency,
b) calibration discrepancy
, c) document discrepancy,
d) damage,
e) packaging defect,
f) there is suspicion regarding origin or source,
the Buyer may reject the goods partially or completely.
11.3. In case of partial rejection, pricing will be based on the acceptable portion; a refund, exchange, or price adjustment will be applied for the unacceptable portion.
11.4. In the event of rejection, storage, return shipping, additional security, reprocessing, and similar costs will be borne by the Seller.
ARTICLE 12 - PRICING BASIS
12.1. The price of the goods will be determined based on the international reference price agreed upon by the parties, on the first business day following the completion of the import process.
12.2. The pricing will be calculated based on the pure metal content determined by the final assay.
12.3. The parties agree that the discount rate to be applied in the calculation is % …
12.4. Discounts, commissions, processing fees, handling fees, logistics surcharges, and other commercial parameters may be shown separately in the order confirmation.
12.5. If the value determined by calibration is lower than the Seller's initial declaration, the Buyer may unilaterally offset the difference in price.
ARTICLE 13 - PAYMENT TERMS
13.1. If the parties agree, the Buyer may make an advance payment for the planned shipment.
13.2. The advance payment amount will be determined according to the planned estimated quantity and reference price and %….; unless otherwise agreed in writing, an advance payment is not mandatory.
13.3. Final payment will be made after deducting: a) any advance payments, b) any discounts, c) any expenses to be offset, and d) any losses and penalties incurred by the seller, from the price calculated based on the finalized net pure content after the completion of import and assay procedures.
13.4. Payments will be made to the bank account specified in writing by the Seller and opened in their name. Payment to a third-party account is subject to the Buyer's explicit written consent.
13.5. The seller may not claim any additional fees, premiums, commissions, expenses, compensation for non-pecuniary damages, or similar amounts beyond those agreed upon in this contract and the related order.
ARTICLE 14 - SECURITY AND OFFSETTING RIGHTS
14.1. The Buyer may request a bank guarantee letter, deposit, blocked account, surety, or other security from the Seller if deemed necessary.
14.2. The Buyer has the right to offset any receivables owed to the Seller, both current and future, against payments made to the Seller.
14.3. The seller may not assign its receivables to third parties without the buyer's written consent.
ARTICLE 15 - LIABILITY AND COMPENSATION
15.1. The Seller shall indemnify the Buyer against any direct damages arising from the following:
a) incomplete or defective delivery,
b) failure to match the declared standard,
c) delayed shipment,
d) counterfeit, mixed or inappropriate content,
e) faulty documentation,
f) interference by a third party or public authority,
g) unlawful source or origin issues.
15.2. The buyer is only liable for damages that are proven to be caused by their own fault.
15.3. One party shall refrain from any conduct that may harm the reputation, licenses, commercial relationships, or official processes of the other party.
ARTICLE 16 - PENALTY CLAUSE
16.1. If the Seller fails to fulfill its shipping obligations without a justifiable and verifiable reason, makes false declarations regarding the standard or quantity, submits documents contrary to the contract, or breaches essential provisions of the contract, the Seller agrees to pay the Buyer a penalty of ………… TL / USD / EUR
16.2. Payment of the penalty clause does not relieve the Buyer of its right to demand specific performance, compensation for damages, set-off, termination, or pursue other legal remedies.
16.3. The penalty clause is payable upon the first written request and without the need for any warning, notice, or court order.
ARTICLE 17 - CONFIDENTIALITY
17.1. The parties shall keep confidential all commercial information within the scope of this agreement, including pricing models, supply chain information, customer and supplier networks, bank information, security procedures, shipping plans, and analysis reports.
17.2. Confidential information may not be disclosed to third parties except in cases where disclosure to legally authorized authorities is mandatory.
17.3. The confidentiality obligation continues for a period of 5 years even after the termination of the contract
ARTICLE 18 - COMPLIANCE, RESPECT FOR LEGISLATION AND RESOURCE GUARANTEE
18.1. The seller acknowledges and warrants that the goods originate from a lawful source and are not linked to money laundering, terrorist financing, smuggling, sanctions violations, theft, embezzlement, or other criminal proceeds.
18.2. The buyer reserves the right to verify the source, review documents, request additional statements, and refuse the transaction if deemed necessary.
18.3. If any situation arises that raises suspicion in the eyes of the official authorities or the Buyer, the Buyer may suspend payment, halt shipment, or immediately terminate the contract.
ARTICLE 19 - FORCE MAJEURE
19.1. Events beyond the control of the parties, such as war, civil unrest, terrorist acts, strikes, natural disasters, epidemics, official bans, airspace closures, customs embargoes, disruption of transportation, and similar events, are considered force majeure.
19.2. The party affected by a force majeure event must notify the other party immediately and in writing.
19.3. Obligations are suspended during the force majeure event; if the event 30 days , either party may exercise its right to terminate the relevant shipment or contract.
ARTICLE 20 - DURATION
20.1. This agreement shall remain in effect for a period of one year from the date of signing
20.2. neither party gives written notice of termination at least 30 days prior to the contract's expiration date, the contract shall be extended for successive one-year periods under the same terms and conditions.
ARTICLE 21 - TERMINATION
21.1. The Buyer may terminate the contract immediately in the following cases:
a) If the Seller makes false statements regarding the standard or quantity,
b) if the Seller repeatedly violates its shipping obligations,
c) if there is suspicion of non-compliance with regulations,
d) if the Seller becomes incapacitated by official authorities,
e) if the Seller experiences financial difficulties, enters into liquidation, bankruptcy, or similar proceedings.
21.2. The seller may also terminate the contract if the buyer fails to fulfill their due and undisputed payment obligations without justifiable cause, and the breach is not remedied despite written notice and a reasonable period of time.
21.3. In the event of termination, all debts and receivables accrued up to the date of termination become due and payable immediately.
ARTICLE 22 - INSPECTION AND DOCUMENT RETENTION
22.1. The parties shall retain all transactions and documents related to this agreement for a minimum of 10 years .
22.2. The buyer may verify the accuracy of shipment documents and records or have an independent investigation conducted if there are justifiable reasons.
ARTICLE 23 - NOTIFICATION
23.1. The addresses of the parties as written in this agreement shall be considered their legal addresses for official notifications.
23.2. Unless a change of address is notified to the other party in writing, notifications sent to the address stated in the contract shall be deemed valid.
23.3. The parties also agree that notifications sent via registered electronic mail, secure email, or corporate email with written confirmation will also be considered as evidence.
ARTICLE 24 - EVIDENCE AGREEMENT
24.1. The parties agree that in any disputes arising from the implementation of this agreement regarding accounts, deliveries, payments, shipments, and technical matters, duly kept commercial books and records, bank records, shipping and cargo documents, mint and laboratory reports, official institution records, electronic mail correspondence, and digital system logs shall be used as evidence.
24.2. One party's unilateral records can only be considered conclusive evidence to the extent that they are legally valid, and the other party reserves the right to legally object to them and prove the contrary.
ARTICLE 25 - PROHIBITION OF TRANSFER
Neither party may assign its rights and obligations arising from this agreement to third parties without the written consent of the other party.
ARTICLE 26 - DIVISIBILITY
The invalidity of any provision of this agreement shall not affect the validity of the other provisions of this agreement. The valid provision that most closely reflects the intention of the parties and the purpose of the agreement shall apply in place of the invalid provision.
ARTICLE 27 - APPLICABLE LAW AND JURISDICTION
Turkish law shall apply to the interpretation and implementation of this agreement. The Courts and Enforcement Offices of ……………………… shall have jurisdiction over disputes arising from this agreement.
ARTICLE 28 - ENTRY INTO FORCE
This agreement consists of 28 articles and was drawn up in two copies on …/…/……, read, discussed and signed by the parties, and entered into force.
BUYER / IMPORTER COMPANY
Title:
Authorized Person:
Signature:
SELLER / SUPPLIER
Title / Name and Surname:
Authorized Person:
Signature:
About Post Author
