T:Xo GMBH: Partnership Agreement On Investment and Financial Cooperation
T:Xo GMBH: Partnership Agreement On Investment and Financial Cooperation
T:Xo GMBH: Partnership Agreement On Investment and Financial Cooperation
CONTRACT №: IPIP-GYB-DG-GS/BPTL-07-2020
DATE: July 14, 2020
IPIP-IPID
Between:
T:XO GmbH
Represented by Mr. Thomas Thie
And
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With full legal and corporate authority to sign this Agreement (hereinafter referred to as PARTY-A/ INVESTOR)
And
PARTY B
COMPANY NAME: PT. SRAM BULLION MINING EXPORT AND IMPORT
AXA TOWER, LEVEL 29 – 2B, JALAN PROF. DR. SATRIO KAV. 18 KUNINGAN, JAKARTA
COMPANY ADDRESS:
SELATAN 12940. INDONESIA
COMPANY REG.NO: 91.202.03.190.623
REPRESENTED BY: Mr. DR. SUBRAMANI M.B.B.S
PASSPORT NO.: Z3055424
DATE OF ISSUE: 19/02/2015
DATE OF EXPIRY: 18/02/2025
ISSUED PLACE: INDIAN
BANK NAME: PT. BANK NEGARA INDONESIA (PERSERO) TBK
KCU BOGOR, JALAN IR. HAJI DJUANDA NO. 52, KOTA BOGOR, JAWA BARAT 160001,
BANK ADDRESS:
INDONESIA
ACCOUNT NAME: PT. SRAM BULLION MINING EXPORT AND IMPORT
ACCOUNT No. IBAN (EUR): 0819265673
BANK BIC / SWIFT CODE: BNINIDJABGR
With full legal and corporate authority to sign this Agreement (hereinafter referred to as PARTY-B/ SERVICEPROVIDER).
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With full legal and corporate authority to sign this Agreement, in consideration of the premises and the mutual promises and
covenants contained in this Agreement, and for other good and valuable consideration, the parties here by agree as follows:
WHEREAS, the Parties hereto are desirous of entering into this Agreement for the purpose of developing own investment
projects contemplated herein for the mutual benefit only and not for other purposes whatsoever;
WHEREAS, each Party hereto declares that it is legally empowered, fully authorized to execute and accept this agreement, as
well as agrees to be bound by its terms and conditions under the penalty and other consequences;
WHEREAS, INVESTOR through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms and
warrants that it has the financial capacity of EURO-funds and euro funds to transact under this Agreement;
WHEREAS, the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will upon the
execution of this Agreement complete the transaction contemplated herein, except on circumstances of force majeure and
government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform under the “force
majeure” provisions of the ICC, Paris;
WHEREAS, both Parties herein agree that each party has the full right to use and choose whatever company more suitable to
carry out this assignment, to successfully complete the present transaction;
WHEREAS, PARTY-A/INVESTOR sends €3,000,000,000.00 (THREE HUNDRED BILLION EUROS) with R&E, with the FIRST
TRANCHE equal of €49,500,000.00 (FORTY NINE MILLION FIVE HUNDRED THOUSAND EURO) to PARTY-В/SERVICE PROVIDER
and jointly known as PARTIES;
WHEREAS, INVESTOR is holding an account at DEUTSCHE BANK FILIALE AG with cash funds to be transferred to designated
account of SERVICE PROVIDER via IP/IP Code Server aiming at investments;
WHEREAS, SERVICE PROVIDER is ready, willing and able to receive said cash funds into its designated account via IP/IP Code
Server and to execute the distribution and transfer of said received funds to designated parties and bank accounts via SWIFT
Message, in accordance to the terms and conditions in this AGREEMENT;
NOW, THEREFORE, it is agreed as follows:
INVESTOR represents and warrants that it has full corporate responsibility permission to enter into this AGREEMENT. It hereby
declares under penalty of perjury that the funds are good, clean, clear, and free of non-criminal origin, and are free and clear
of all liens, encumbrances and third-party interest.
By signing this AGREEMENT, INVESTOR represents and warrants that it is giving to SERVICE PROVIDER and its designated
parties, full legal authority to download said cash funds via IP/IP Code Server and distribute and transfer cash funds via SWIFT
Message MT103, as per agreed terms and conditions in this AGREEMENT. Forty nine million five hundred thousand DETAILS
OF TRANSACTION:
INSTRUMENT: CASH TRANSFER VIA IP/IP
TOTAL FACE VALUE: €3,000,000,000.00 (THREE HUNDRED BILLION EUROS) WITH R&E
FIRST TRANCHE AMOUNT: €49,500,000.00 (FORTY NINE MILLION FIVE HUNDRED THOUSAND EURO)
SECOND TRANCHE AMOUNT: € 49,500,000.00 (FORTY NINE MILLION FIVE HUNDRED THOUSAND EURO)
THIRD TRANCHE AMOUNT: €451,000,000.00 (FOUR HUNDRED FIFTY ONE MILLION EURO)
FORTH TRANCHE AMOUNT: €450,000,000.00 (FOUR HUNDRED FIVE MILLION EURO)
FIFTH TRANCHE AMOUNT: € 650,000,000.00 (SIX HUNDRED AND FIFTY MILLION EURO)
SIXTH TRANCHE AMOUNT: € 650,000,000.00 (SIX HUNDRED AND FIFTY MILLION EURO)
SEVENTH TRANCHES AMOUNT: €700,000,000.00 (SEVEN HUNDRED MILLION EURO)
SWIFT MT103 SAME DAY SETTLEMENT, IP/IP PROCEDURE, NOTE: PAYMENT WITHIN 24
PAYMENT:
to 72 HOURS
PAYMENT WITHIN 3 DAYS AFTER THE TRANSFER VIA IP/IP - PAYMENT WITHIN 72
NOTE:
HOURS
PROCEDURES
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INVESTOR AND SERVICE PROVIDER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH THE DISTRIBUTION OF THE
FUNDS AS STATED COMMISSIONS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT.
THE SERVICE PROVIDER CERTIFIES THIS AGREEMENT WITH A LIVE SIGNATURE IN BLUE INK AND THE COMPANY’S WET SEAL.
THE PRESENT AGREEMENT SHALL BE REGISTERED (ACCEPTED) INRECEIVER’S BANK AND BY RECEIVER’S BANK IN THE
FOLLOWING WAY. THE RECEIVER’S BANK OFFICER, WITH HIS OWN HAND AND WITH BLUE INK, WRITES THE REGISTRATION
NUMBER (ACCEPTANCE NUMBER) ON THIS AGREEMENT, PUTS A WET STAMP OF THE RECEIVER’S BANK AND CERTIFIES IT WITH
HIS OWN LIVE SIGNATURE IN BLUE INK.
SERVICE PROVIDER IS OBLIGATED TO PROVIDE THE INVESTOR WITH NECESSARY DETAILS (ACCOUNT, BENEFICIARY CODES,
PASSWORD, IP CODE ETC) FOR THE UPLOAD OF THE FUNDS TO THE SERVICE PROVIDER`S ACCOUNT BY THE INVESTOR'S BANK
OFFICER.
THE INVESTOR WITHIN 5 (FIVE) DAYS AFTER THE CONCLUSION OF THIS CONTRACTWILL PROVIDE TO THE SERVICE PROVIDER
A SECURE COPY OF THE SERVER SLIP WITH THE DETAILS OF THE TRANSFER (ACCOUNT, BENEFICIARY, AMOUNT, IP CODE,
TRANSACTION CODE ETC). ALSO, THE INVESTOR WITHIN 5 (FIVE) DAYS AFTER THE CONCLUSION OF THIS CONTRACT
PROVIDES BLACK AND BLUESCREENSHOTS (SLIP), WITHOUT FINAL CODES.THIS SCREEN WILL BE MISSING THE FINAL CODES
FOR COMPLETE THE DOWNLAOD OF THE FUNDS INTO THE SERVICE PROVIDER 'S CORPORATE ACCOUNT.
THE RECEIVING BANK CONFIRMS AND VERIFIES INFORMATION FROM SCREENSHOT PROVIDED BY SENDING BANK. UPON
RECEIVING BANK FUNDS UPLOAD SCREENSHOT, RECEIVING BANK STARTS FUNDS DOWNLOAD FROM COMMON ACCOUNT
NUMBER TO THE RECEIVER ACCOUNT ON THE BASE OF UPLOAD SCREENSHOT WITH ACCESS CODE.
UPON CREDITING THE FUNDS TO THE RECEIVER ACCOUNT, RECEIVER SHALL FORWARD THE DOWNLOAD SCREENSHOT TO
THE SENDER AND HIS BANK OFFICER.
UPON THE SUCCESSFUL DOWNLOADING OF THE FUNDS, SERVICE PROVIDER’S BANK OFFICER IS RESPONSIBLE TO BLOCK AND
TO RE-DISTRIBUTE, FOR RE-INVESTMENT PURPOSES, THE FUNDS VIA SWIFT MT103, FEES PAID BY THE SERVICE PROVIDER
ACCORDING TO THE INVESTOR’S WRITTEN ORDER AND THE IMFPA HEREBY. THE SERVICE PROVIDER BANK OFFICER WITH THE
HELP OF THE SERVICE PROVIDER WILL HAVE THE OBLIGATION TO ESTABLISH THE NEEDED SUB ACCOUNTS IN THE SERVICE
PROVIDER BANK FOR THE PARTIES INVOLVED AS PER THE IMFPA HEREBY.
INVESTOR HAS THE RIGHT TO CHANGE THE TERM OF EACH TRANCHE TRANSFER WITOUT ADDITIONAL AUTHORIZATION AND
MOTIVATION. ALL FURTHER TRANCHES WILL BE MADE BY THE INVESTOR AND RE-DISTRIBUTED/ RE-INVESTED BY THE
RECEIVER DUE TO THE ABOVE MENTIONED PROCEDURE.
PLEASE NOTE: THERE WILL BE NO ANY REQUEST OF MT-199/BCL/ ADDITIONAL DOCUMENT FROM PARTY-“B” BANK TO
PARTY-“A” BANK.
PLEASE NOTE: THE SERVICE PROVIDER HEREBY CERTIFIES THAT THE DOCUMENTS MENTIONED IN THIS PROCEDURE IS
NECESSARY AND CONDITIONS ARE SUFFICIENT FOR THE SUCCESSFUL COMPLETION OF THE TRANSACTION. THE PARTIES
SHALL NOT NOMINATE ADDITIONAL REQUIREMENTS FOR SUBMISSION OF DOCUMENTATION AND OTHER BANK
CONFIRMATIONS.
PLEASE NOTE: there is no INVESTOR’s bank officer involvement at any stages of the download. No phone or screen
verification at all. Please make sure that SERVICE PROVIDER’s bank officer will not be provided by any authorization or
contact with Investor's bank officer. The SERVICE PROVIDER hereby agrees and confirms that the INVESTOR is to provide
him with a copy of server slip only. No any other documents will be required by the SERVICE PROVIDER from the INVESTOR
during fulfillment thereof.
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IPIP-IPID
WTS SERVER: S0200235 OR S020005635
LOGON DOMAIN: DEUBA
LOGON SERVER: FRAESWDBEP 21
CURRENCY: EURO
AGREEMENT NUMBER: IPIP-GYB-DG-GS/BPTL-07-2020
TRANSACTION CODE: DB-3B/GYB-DG/BPTL/GS/IPIP-12-07-2020
AGREEMENT AMOUNT: 3,000,000,000.00 EUR WITH R&E
FIRST TRANCHE: 49,500,000.00 EUR
PARTY-B / RECEVER - BANK DETAILS
COMPANY’S INFORMATION
1. COMPANY NAME : PT. SRAM BULLION MINING EXPORT AND IMPORT
2. COMPANY ADDRESS : AXA TOWER, LEVEL 29 – 2B, JALAN PROF. DR. SATRIO KAV. 18
KUNINGAN, JAKARTA SELATAN 12940. INDONESIA
3. COMPANY REGISTRATION № : 91.202.03.190.623
4. DATE OF INCORPORATION : FEBRUARY 26, 2018
5. BUSINESS PHONE NUMBER : +62 21 5010 1413/14
6. BUSINESS FAX NUMBER : +62 21 5010 1418
SIGNATORY’S INFORMATION
7. ACCOUNT SIGNATORY NAME : DR. SUBRAMANI M.B.B.S
8. PASSPORT № : Z3055424
9. DATE OF ISSUE : 19/02/2015
10. DATE OF EXPIRE : 18/02/2025
11. DATE OF BIRTH / PLACE NOVEMBER 16, 1970 / RAIPUR
BNI DETAILS
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IPIP-IPID
Each Partner receives his Partnership Share of income in accordance with the written agreement of the Partners which is
made as Appendix of the Present Agreement and which is an integral part of the Present Agreement. In case one of the
Partners places his funds to the Mutual Joint Account to make transactions relating to the Partnership's business, those funds
remain the property of that Partner who placed the funds in the Mutual Account.
The Payments shall be paid by the Party-B as per the Irrevocable Master Fee Protection Agreement (IMFPA) and
Paymaster Agreement and /or Partnership Agreement. Payments will be made by the Party-B after each arrival of funds
on behalf of the Party-A to the name of the Party-B.
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Arbitration. Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this
contractual agreement as far as possible amicably. In the event that adjudication is required local legal process shall be
preceded with according to the principal of the ICC as above indicated. Where judicial resolution is not there by achieved, this
matter shall be settled by the ICC itself and the decision of which the PARTIES shall consider to be final and binding. No State
court of any nation shall have subject matter jurisdiction over matters arising under this AGREEMENT.
No Rights of Third Parties. This AGREEMENT is made solely and specifically between and for the benefit of the parties hereto
and their respective members, successors and assigns subject to the express provisions hereof relating to successors and
assigns, and (ii) no other Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits
under or on account of this AGREEMENT as a third-party beneficiary or otherwise.
Survival. The covenants contained in this AGREEMENT which, by their terms, require performance after the expiration or
termination of this AGREEMENT shall be enforceable notwithstanding the expiration or other termination of this
AGREEMENT.
Headings are included solely for convenience of reference and if there is any conflict between headings and the text of this
AGREEMENT, the text shall control.
Currency. Any exchange of funds between INVESTOR and SERVICE PROVIDER shall be made in the same currency in which
INVESTOR transferred the investment fund. In addition, all calculation pursuant to this AGREEMENT and any join tenure
agreement shall be based on ICC regulations.
IN WITNESS WHEREOF, the PARTIES have hereunto executed this AGREEMENT on this Date July 14, 2020
FOR AND BEHALF OF THE PARTY-A / INVESTOR FOR AND BEHALF OF THE PARTY-B / PARTNER PT.
T:XO GmbH SRAM BULLION MINING EXPORT AND IMPORT
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2. a) Firma:
T:XO GmbH
4. a) Allgemeine Vertretungsregelung:
Jeder Geschäftsführer vertritt einzeln. Jeder Geschäftsführer ist befugt, im Namen der Gesellschaft
mit sich im eigenen Namen oder als Vertreter eines Dritten Rechtsgeschäfte vorzunehmen.
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IN WITNESS WHEREOF, the PARTIES have hereunto executed this AGREEMENT on this Date: July 14, 2020
FOR AND BEHALF OF THE PARTY-A / INVESTOR FOR AND BEHALF OF THE PARTY-B / PARTNER PT.
T:XO GmbH SRAM BULLION MINING EXPORT AND IMPORT
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EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS
APPLICABLE, THIS AGREEMENT SHALL BE:
1. INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE
LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001) AND
2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE
FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST HARD
COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST
SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED *.PDF FORMAT
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