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Anatomy of a gold purchase agreement: the clauses a lawful wholesale gold sale needs
A genuine wholesale gold sale is governed by one signed contract between the owner of the gold, or its licensed seller, and the buyer. It fixes what is sold, how it is weighed and assayed, which benchmark prices it, where title and risk pass, what documents travel with it, and how and when payment is made. This page sets out those clauses from publicly filed precious-metal contracts and the ICC rules they rely on, and contrasts them with the "SPA" documents that circulate with FCO and SCO offers. Uganda Gold Report has no contract on offer and has signed none.
What a gold purchase agreement is, and what it is not
Two precious-metal contracts filed with the US Securities and Exchange Commission show the structure. A refining agreement between a mine and a refiner, effective 1 December 2003, runs through product, quantity, term, delivery, ownership, insurance, weighing and sampling, assays, termination, governing law and arbitration. A refining contract between a Swiss refiner and a mine, dated November 2005, adds force majeure, warranties, default and a purchase annex pricing the metal at the London fixing. Neither is a Ugandan contract; we quote clause structure, not prices.
The documents in FCO and SCO offers borrow the vocabulary and leave out the substance. The glossary of gold-offer terms explains them; this page is its positive counterpart.
The clauses, one by one
| Clause | What it must fix | What the filed contracts and the rules show |
|---|---|---|
| Parties and capacity | The legal names and company numbers of buyer and seller; the seller's licence number and the authority under which it sells; no agent in the signature block | An accredited refiner transacts only under "a formal signed agreement with the OWNER of the gold", and the owner "must be a registered company". In Uganda, buying or selling minerals as principal or agent needs a dealer's licence (s.140). A Ghanaian legal guide says traders "must ensure that they deal directly with" the licensed exporter. See checking a Ugandan gold supplier |
| Product specification | Form (doré, non-accredited bar, Good Delivery bar), fineness, bar weight and tolerance, marks, and deleterious-element limits | The 2003 agreement specifies doré "in the form of ingots from 400 to 1200 Ounces in weight"; the 2005 contract requires the supplier's estimate of fineness per bar, melt lots "from 300 oz to a maximum of 10,000 oz", and an annex of impurity limits. For an accredited bar, LBMA's rules set a minimum fineness of 995.0, a gross weight of 350 to 430 troy ounces, and marks: serial number, refiner's stamp, fineness and year and month. See refined gold bars |
| Quantity and delivery schedule | How much, how often, where, with what notice | The 2003 agreement takes "one hundred percent (100%) of the Dore actually produced and delivered from the Mine"; the 2005 contract requires delivery notice "two Swiss working days in advance". The carrier and insurance belong here: shipping gold internationally |
| Price basis | The named London benchmark, the day it is read, the differential, and settlement on assayed content | The 2003 agreement defines "London Gold Price" as "the London bullion market Final P.M. fixing for gold" and settles on "the fifteenth (15th) Calendar Day following the Date of Sampling"; the 2005 annex prices "at the AM - fixing of the London Bullion Market in US$ per troy ounce". See pricing |
| Assay and umpire | Who samples, how, who assays, the splitting limit, and the named umpire | 2003: "Assays will be performed by both parties and all umpires using the fire assay method"; results within "0.5/1,000" for gold are averaged; otherwise the result "nearer to that of the umpire's assay" is final. 2005: a sample "shall be set aside by the Refiner for the Umpire", a named Swiss federal office. See gold assay |
| Title and risk, separately | When ownership passes; when risk passes; the Incoterm and edition for the risk point | ICC states that "the Incoterms® rules do NOT deal with the transfer of property/title/ownership of the goods sold", nor with payment, governing law or remedies. The 2003 agreement keeps title with the producer ("Refiner is a bailee") while "All risk of loss and damage to the Dore shall pass to the Refiner upon receipt"; the 2005 contract passes "The full risk" at the delivery point and is silent on title. For Uganda, see how buying gold from Uganda works |
| Payment | The instrument, the trigger, the timing and the account: a letter of credit against the contract documents, an escrow released on the assay result, or payment after receipt and assay; always to the contracting party | Under UCP 600 a credit is "a separate transaction from the sale or other contract on which it may be based" and banks decide "on the basis of the documents alone". The 2003 agreement pays within two business days of final determination; the 2005 annex transfers proceeds "on the same day of the purchase". The Ghanaian guide lists wire transfer to the licensed exporter, SBLC, a trust account and an escrow paid "upon satisfactory evidence of assay report" |
| Documents to be delivered | Each document named, with its issuer and the hand-over point | For a Ugandan consignment: the export permit (s.150, Form 52), proof of fees and royalties, a certificate of origin where applicable, a certificate of analysis authenticated by the country of origin (s.150(4)), invoice, packing list, air waybill and insurance certificate. See documents and compliance |
| Compliance warranties | Sanctions, anti-money-laundering, source of funds, lawful ownership, and chain of custody to the mine | The 2005 contract warrants only corporate authorisation; the 2003 agreement disclaims warranties on doré content; neither carries origin warranties. The OECD model policy is written to be incorporated "in contracts and/or agreements with suppliers"; refiners verify owners at 10 per cent under LBMA guidance and 25 per cent under UAE rules. The seller warrants the record on gold chain of custody |
| Force majeure | What excuses performance, for how long, and the exit | 2005: either party may terminate if force majeure continues "for more than 30 days" |
| Governing law and disputes | A named law and a named forum or arbitral seat | 2003: the law of a US state, with arbitration; 2005: "the law's of Switzerland" and "the Courts of Arbitration in Switzerland" |
| Termination | Insolvency, uncured default with a cure period, expiry | 2003: material default not cured "within thirty days after written notice", or insolvency; 2005: lapse on the expiry date, or a failure not remedied "within 10 Business Days of notice" |
A Ugandan contract also needs the export floor. The copy of Uganda's 2024 export regulations we reviewed states a minimum of 99.9% gold for exports (S.I. 30 of 2024, regulation 3). We have not confirmed that it is currently in force. A contract for gold below that fineness should state how it will lawfully leave Uganda.
What a scam "SPA" looks like
| Element | Genuine agreement | The "SPA" in an FCO or SCO offer |
|---|---|---|
| Seller | The owner or licensed seller, named, with a licence number the regulator can confirm | A "mandate" or "clearing agent" for a seller never named. FATF records "a major gold deal" offered through a company acting for a second company, itself acting for a bank that "was not mentioned" |
| Price | A London benchmark plus or minus a differential settled on assay | A fixed discount: FATF's case was "4% below the London Gold Fix rate". The Ghanaian guide warns that "a huge discount is a pointer for a botched transaction" |
| Assay | Both parties assay a sealed split sample; a named umpire decides differences | "POP" by photograph, video or a certificate from a laboratory the seller chose |
| Payment | Under the contract, to the seller's own account, after assay or against the contract documents | Deposits, "legalisation" fees and bank instruments before any gold is identified. In FATF's Ghanaian case the buyer wired USD 3.5 million and "1% of the agreed quantity of gold was supplied" |
| Representation | Each side's own lawyer and bank | In the same case "the lawyer represented both the buyer and the seller". FATF also records "Fake contact details and websites" built "to project an appearance of professionalism" |
| Documents | Export permit, certificate of analysis and certificate of origin the issuer can confirm | Certificates the issuer cannot confirm; a "procedure" instead of a document list. See Uganda gold scams |
Read any agreement against the first table: every row has to be there, filled in, and checkable with someone other than the sender. The five due-diligence checks give the official source for each.
Clauses still open for Uganda
Two points are not settled on the public record and need Ugandan legal advice: whether a foreign buyer may take title inside Uganda without a dealer's licence (s.140(1) applies to "a person", with no exception for foreigners), and how the 99.9% export floor applies to doré. Until they are, expect title to pass after the licence-holding seller has exported, and the contract to say so. See Uganda gold regulations.
Where Uganda Gold Report stands
Uganda Gold Report is developing documented gold-sourcing routes and welcomes enquiries from qualified international buyers. Product availability, specifications, seller authority and export eligibility are subject to independent verification and applicable regulatory approvals.
We have no contract on offer and have signed none. We publish this anatomy so that a buyer can test any agreement, including a future one from us. We never ask for payment before a signed contract, and payment goes only to the contracting party. If you have a genuine requirement, send us your form, fineness, quantity and destination, and we reply with what can and cannot be quoted at this stage. See also the buyer compliance file.
Questions buyers ask
What should a gold purchase agreement contain?
The parties with their company and licence numbers; the product by form, fineness, weight tolerance and marks; quantity and delivery schedule; the price basis, naming the London benchmark, the day it is read and the differential; sampling, assay, splitting limit and a named umpire; title and risk fixed separately, with the Incoterm; the payment instrument, trigger and account; the documents to be delivered; compliance warranties; force majeure; governing law and a dispute forum; and termination. The filed refining contracts we read carry every one of these except origin warranties; the OECD model policy is written to be incorporated in supplier contracts, and refiners now verify owners and origin under LBMA guidance.
Does the Incoterm decide when I own the gold?
No. ICC states that the Incoterms rules do not deal with the transfer of property, title or ownership, nor with payment, governing law or remedies. They fix where the seller delivers, where risk passes and who pays which costs. The contract must say separately when title passes. One filed refining agreement keeps title with the mine while risk passes to the refiner on receipt, which shows how far apart the two can sit.
How is the price fixed in a gold purchase agreement?
By reference to a named London benchmark on a named day, adjusted by a differential, and settled on the assayed content of the lot. One filed agreement defines its price as the London PM fixing and settles on the fifteenth day after sampling; another prices at the London AM fixing in US dollars per troy ounce. A fixed percentage below the benchmark, with no assay settlement, is the pattern FATF recorded in a fraudulent offer.
How does a real agreement differ from the SPA in an FCO offer?
A real agreement names the owner or licensed seller, prices against a benchmark with assay settlement, provides for a sealed split sample and an umpire, lists the export documents by issuer, and pays the contracting party after assay or against documents. The SPA in an FCO or SCO offer names an agent, offers a fixed discount, substitutes photographs or a seller's certificate for assay, and asks for deposits, fees or bank instruments before any gold is identified.
Does Uganda Gold Report have a purchase agreement I can sign?
No. We have no contract on offer and have signed none; we hold no stock, no lot and no Ugandan licence, and no gold is on offer today. We publish this anatomy so that a buyer can test any agreement, including a future one from us. Send your specification through the quote form and we reply with what can and cannot be quoted at this stage.
Quotes
Tell us what you are buying.
Send the gold form, fineness, quantity, delivery point and the documents you require. We reply by email with what can and cannot be quoted at this stage, and on what basis.
Sources for the figures and rules on this page
Evidence for this page
Each statement is labelled by the strength of its evidence and dated. How we label evidence.
| Statement | Evidence | Source | Checked |
|---|---|---|---|
| Refining Agreement (Exhibit 10.19) between Western Goldfields Inc., Mesquite Mine (Producer) and Johnson Matthey Inc. (Refiner), effective 1 December 2003, articles: Definitions; Product; Quantity; Term; Delivery; Ownership; Insurance; Refining and crediting of account; Weighing, melting and sampling; Assays; Taxes and duties; Termination; Notices; Assignment; Governing law; Arbitration; Miscellaneous. s.2.5: doré "in the form of ingots from 400 to 1200 Ounces in weight"; s.3.1: "one hundred percent (100%) of the Dore actually produced and delivered from the Mine"; s.5.1: producer arranges transport "at it's cost" and "All risk of loss and damage to the Dore shall pass to the Refiner upon receipt"; s.6.1: title remains with the producer and the refiner "is a bailee"; "London Gold Price" means "the London bullion market Final P.M. fixing for gold"; Settlement Date is "the fifteenth (15th) Calendar Day following the Date of Sampling"; s.8.3 and 8.5: payment within two business days of final determination "in immediately available funds"; s.10.2: splitting limit "not more than 0.5/1,000" for gold, mean taken within the limit; s.10.4: "Assays will be performed by both parties and all umpires using the fire assay method"; s.10.6: the result "nearer to that of the umpire's assay" is final; s.2.3: producer makes no warranties; s.12.1 and 12.2: termination "without penalty or cost" on insolvency and for material default not cured "within thirty days after written notice"; s.15.1: governed by the law of a US state; s.16: arbitration. | Verified | US SEC EDGAR, Exhibit 10.19, Refining Agreement, Western Goldfields Inc. and Johnson Matthey Inc., effective 1 December 2003, read 2 Nov 2026 | |
| Refining Contract (Exhibit 3.17 to Olympus Pacific Minerals Inc. Form 20-F filed 28 March 2008) between Argor-Heraeus SA, Mendrisio (Refiner) and Bong Mieu Gold Mining Company Ltd. (Supplier), dated November 2005, clauses: Definitions; Delivery of Dore bars; Refiner's liability and credit to account; Refiner; Weighing and sampling; Representative; Use of Dore; Return rate; Metal transfer and metal sales; Refining and transport charges; Force majeure; Representations and warranties; Termination; Settlement of disputes; Default; Amendments; Severability; Change of market conditions; Applicable law and jurisdiction; Notices; Annex 1 deleterious elements; Annex 2 purchase agreement of metals. Clause 1.1: notice "two Swiss working days in advance"; 1.2: supplier delivers at its own risk and "The full risk in the Dore bars shall pass to the Refiner when it takes delivery"; supplier's estimate of fineness per bar; 4.6: melt lots "ranging from 300 oz to a maximum of 10,000 oz per melt"; 4.8: "one sample shall be set aside by the Refiner for the Umpire", the umpire defined as the Central Office for Precious Metal Control, Berne; Annex 2: gold priced "at the AM - fixing of the London Bullion Market in US$ per troy ounce" and proceeds transferred "on the same day of the purchase"; clause 10.2: termination if force majeure continues "for more than 30 days"; clause 11: warranty of corporate authorisation only; 13.1: lapse on the Expiry Date; 15: termination for a failure not remedied "within 10 Business Days of notice"; 19: "the law's of Switzerland" and "the Courts of Arbitration in Switzerland". Title is not expressly addressed. | Verified | US SEC EDGAR, Olympus Pacific Minerals Inc., Form 20-F, 28 March 2008, Exhibit 3.17, Argor-Heraeus refining contract, read 2 Nov 2026 | |
| An EDGAR full-text search on 2 Nov 2026 for "gold purchase agreement" and "dore purchase agreement" returned stream, forward-sale and credit-agreement exhibits and news releases rather than a standalone physical doré sale contract; the two refining contracts above are the filed documents with the clause structure quoted. A 2016 "Form of Forward Gold Purchase Agreement" (New Jersey Mining Company, 8-K, 2 Aug 2016) was opened and found to contain only a delivery schedule, a .999 fineness and a conversion at the average London PM fix; it has no assay, title, warranty or governing-law clauses and is not relied on. | Verified | US SEC EDGAR full-text search and New Jersey Mining Company exhibit, read 2 Nov 2026 | |
| ICC states that "the Incoterms® rules do NOT deal with the transfer of property/title/ownership of the goods sold", nor with "the time, place, method or currency of payment of the price", nor the law applicable to the contract, nor "the remedies which can be sought for breach of the contract of sale"; the rules fix where and when the seller delivers, where risk passes and which costs each party bears. ICC's Incoterms 2020 page describes "a set of eleven three-letter trade terms" with a "Clear allocation of cost, risk, and obligations", naming FCA, CIF, CIP, DPU and DAP. | Official | ICC Digital Library, Incoterms and Commercial Contracts overview; ICC, Incoterms 2020 page; both read 2 Nov 2026 | |
| UCP 600 Article 2: a credit is "any arrangement, however named or described, that is irrevocable" and constitutes a definite undertaking of the issuing bank to honour a complying presentation. Article 4(a): "A credit by its nature is a separate transaction from the sale or other contract on which it may be based." Article 5: banks deal with documents and not with the goods. Article 14(a): a bank "must examine a presentation to determine, on the basis of the documents alone" whether it complies. | Official | ICC Digital Library, Uniform Customs and Practice for Documentary Credits (UCP 600), Articles 2, 4, 5 and 14, read 2 Nov 2026 | |
| A Ghana law-firm guide for international purchasers (David Yaw Danquah, Legalstone Solicitors, 21 September 2021) says "international traders must ensure that they deal directly with LGEC's" (licensed gold export companies); lists payment modes "TT Wire Transfer (MT-103) to the LGEC", "Payment via SBLC", a trust account with a third-party expert firm, and an escrow account with payment "upon satisfactory evidence of assay report from the seller"; says payment is made "under an executed contract (SPA)"; and warns that "a huge discount is a pointer for a botched transaction, ultimately". It does not list SPA clauses or address title. | Reported | Legalstone Solicitors, 'Key factors to consider by international purchasers in gold export transactions', Legal500, 21 Sep 2021, read 2 Nov 2026 | |
| LBMA Good Delivery Rules, technical specifications for gold bars: gross weight minimum "350 fine troy ounces (approximately 10.9 kilograms)" and maximum "430 fine troy ounces (approximately 13.4 kilograms)"; "the minimum acceptable fineness is 995.0 parts per thousand fine gold"; marks: serial number (not more than 11 digits or characters), the refiner's assay stamp, "Fineness (to four significant figures*)", and for bars produced from January 2019 the year and month of manufacture in MMYY format; characters a minimum of 12 mm; bars "must be of good appearance". | Official | LBMA, Good Delivery Rules, Technical specifications, read 2 Nov 2026 | |
| FATF case study 6: a Swiss financial intermediary received an unsolicited e-mail; an attached letter from a Swiss company confirmed it had been asked by a second company "to locate potential buyers and serve as the clearing agent for the gold transaction", the second company "had been contacted directly by a bank, which was the actual seller of the gold. The bank in question, however, was not mentioned"; the proposition was "a major gold deal" at "4% below the London Gold Fix rate" (p. 11). Chapter 3: a jurisdiction "identified a scam involving a gold dealer looking for an interested partner to purchase gold from a royal family. Fake contact details and websites were created to project an appearance of professionalism in order to attract unsuspecting victims" (p. 19). Case study 25, Ghanaian gold scam: "the lawyer represented both the buyer and the seller"; "The buyer wired USD 3.5 million" and "1% of the agreed quantity of gold was supplied" (pp. 36-37). | Verified | FATF and APG (2015), Money laundering and terrorist financing risks and vulnerabilities associated with gold; read 2 Nov 2026 from the copy hosted by the Singapore government (isomer-user-content.by.gov.sg), because fatf-gafi.org returned 403 to automated access | |
| An accredited refiner's customer page states: "Rand Refinery will only transact in terms of a formal signed agreement with the OWNER of the gold"; "The owner of the gold must be a registered company; an individual cannot register in his/her private capacity"; "Rand Refinery only transacts on a principal-to-principal basis and does not transact through intermediaries or third parties". The refiner is not named in the page text and is not recommended. | Verified | Rand Refinery, Customer Self-service page, read 2 Nov 2026 | |
| Annex II is the Model Supply Chain Policy that companies commit to "incorporate in contracts and/or agreements with suppliers" (p. 20). LBMA Step 2 identifies ultimate beneficial owners "defined as 10% or more ownership"; the UAE regulations define Beneficial Owner at 25% or more. | Official | OECD Due Diligence Guidance, third edition, 2016, Annex II, PDF opened 2 Nov 2026; LBMA Responsible Gold Guidance v9 Step 2, read 2 Nov 2026; UAE Ministry of Economy Due Diligence Regulations, project's saved copy | |
| Buying or selling minerals as principal or agent requires a mineral dealer's licence (s.140). A mineral may be exported only under an export permit (s.150). s.150(4): the permit does not exempt the holder from proof of fees and royalties, a certificate of origin where applicable, a certificate of analysis authenticated by the country of origin and, where minerals are not from Uganda, the origin country's export documents. Form 52 is the export permit application. | Official | Mining and Minerals Act 2022 (Uganda), assented copy, ss.140 and 150; Mining and Minerals (Licensing) Regulations 2023, Form 52; as carried on the compliance and Uganda gold suppliers pages | |
| Regulation 3 states: "A person shall not export gold out of Uganda unless the gold is at a minimum purity level of 99.9% Au." Made 9 May 2024; Statutory Instruments Supplement No. 15 of 24 May 2024. Current force not confirmed. | Official | Mining and Minerals (Export of Refined Gold) Regulations 2024, S.I. 30 of 2024, regulation 3; scanned copy on the mining directorate (DGSM) website, read 31 Oct 2026 | |
| Section 140(1) applies to "a person" with no exception for foreigners; no official text found addresses a foreign buyer taking title in Uganda; keeping title with the licence-holding seller until the gold has left Uganda appears to lower that risk but does not settle every question. Our reading, not legal advice. | Subject to verification | Uganda Gold Report analysis, as carried on the how-it-works page; question for Ugandan counsel | |
| Uganda Gold Report has no contract on offer, has signed no gold contract, holds no stock and no Ugandan licence, and never asks for payment before a signed contract; payment is made only to the contracting party, never to an agent. Listing a payment instrument does not mean it is currently available. | Subject to verification | Uganda Gold Report operating position; decision D91 on payment wording | |
| Search volume for "gold purchase agreement", "dore purchase agreement" and "gold sale and purchase agreement" has not been read in SEMrush; the page is drafted on buyer-intent evidence from the 2 Nov 2026 audience research and the volume reading is outstanding. | Subject to verification | SEMrush reading outstanding (free plan, web UI); research/seo/buyer-audience-opportunities-2026-11-02.md, candidate C3 |