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KYC, AML AND COUNTERPARTY DUE DILIGENCE DISCLOSURE (Trade-Grade – To Be Provided in Connection with Commodity Sale Transactions)

KYC, AML AND COUNTERPARTY DUE DILIGENCE DISCLOSURE
(Trade-Grade – To Be Provided in Connection with Commodity Sale Transactions)

This KYC, AML and Counterparty Due Diligence Disclosure (“KYC Disclosure”) is provided as of [●] (“Disclosure Date”) by:

LEGAL NAME OF ENTITY: [●]
REGISTERED ADDRESS: [●]
INCORPORATION JURISDICTION: [●]
COMPANY REGISTRATION NUMBER: [●]

(each such entity hereinafter referred to as the “Disclosing Party”).

This KYC Disclosure is provided to [Counterparty / Seller / Buyer / Bank] (“Recipient”) in connection with the proposed and/or ongoing commodity sale and purchase transaction(s) contemplated under the applicable sale and purchase agreement (the “Transaction”).

  1. CORPORATE STATUS AND AUTHORITY

1.1 The Disclosing Party hereby represents and warrants that it is a duly incorporated, validly existing legal entity in good standing under the laws of its jurisdiction of incorporation.

1.2 The Disclosing Party has full corporate power, authority and legal capacity to enter into, perform and consummate the Transaction and all related agreements, undertakings and documents.

1.3 The execution and performance of the Transaction have been duly authorized by all necessary corporate actions, and any signatory executing transaction documents on behalf of the Disclosing Party is duly authorized to do so.

1.4 Copies of the following documents are provided herewith and are true, complete and accurate as of the Disclosure Date:

(a) Certificate of Incorporation / Business Registration;
(b) Memorandum and Articles of Association (or equivalent constitutional documents);
(c) Certificate of Good Standing (where applicable);
(d) Register of Directors and Officers;
(e) Board Resolution and/or Power of Attorney authorizing the Transaction.

  1. OWNERSHIP AND ULTIMATE BENEFICIAL OWNERS (UBO)

2.1 The Disclosing Party discloses its complete ownership structure, including all direct and indirect shareholders.

2.2 The Ultimate Beneficial Owner(s) (“UBO”) of the Disclosing Party are as follows:

Name: [●]
Nationality: [●]
Date of Birth / Incorporation: [●]
Residential / Registered Address: [●]
Percentage of Ownership or Control: [●]

2.3 No UBO is acting as a nominee, trustee or on behalf of an undisclosed principal.

2.4 No UBO, director or senior officer of the Disclosing Party is a sanctioned person, restricted person, or subject to asset freezes or trade restrictions under any applicable sanctions regime.

  1. MANAGEMENT, DIRECTORS AND KEY PERSONS

3.1 The names, positions and identification details of directors, authorized signatories and senior management are as follows:

Name: [●]
Position: [●]
Nationality: [●]

3.2 Copies of valid government-issued identification documents for the above individuals are provided herewith.

  1. BUSINESS ACTIVITIES AND TRADING PROFILE

4.1 The Disclosing Party’s principal business activities include:
[● commodity trading / production / refining / logistics / distribution].

4.2 The Disclosing Party has been engaged in the commodity sector since [●] and conducts transactions on an arm’s length commercial basis.

4.3 The Disclosing Party does not conduct business in violation of applicable trade controls, export restrictions or embargoes.

  1. SOURCE OF FUNDS AND SOURCE OF COMMODITY

5.1 All funds to be used by the Disclosing Party in connection with the Transaction are derived from legitimate commercial activities and lawful sources.

5.2 No funds are derived, directly or indirectly, from criminal activity, corruption, money laundering, terrorist financing or sanctions evasion.

5.3 Where the Disclosing Party is the seller or supplier, it confirms that the commodity is lawfully produced, sourced and exported, and that it has good and marketable title to the commodity, free from liens, encumbrances or adverse claims.

5.4 Where applicable, supporting documents evidencing source of commodity, chain of custody, export authorization and origin shall be provided upon request.

  1. BANKING INFORMATION

6.1 The Disclosing Party maintains its primary operating bank account(s) with the following institution(s):

Bank Name: [●]
Branch: [●]
Account Name: [●]
Account Number / IBAN: [●]
SWIFT/BIC: [●]

6.2 All payments under the Transaction shall be made only to the above-disclosed account(s) held in the name of the Disclosing Party.

6.3 The Disclosing Party shall not request payment to third-party accounts, offshore nominee accounts or accounts inconsistent with this disclosure.

  1. SANCTIONS, AML AND COMPLIANCE REPRESENTATIONS

7.1 The Disclosing Party represents and warrants that neither it nor any of its UBOs, directors, officers or affiliates is:

(a) listed on any sanctions list maintained by the United Nations, United States, European Union, United Kingdom, or any other applicable authority;
(b) owned or controlled by a sanctioned person;
(c) located, organized or resident in a comprehensively sanctioned jurisdiction, except as expressly disclosed and permitted by applicable law.

7.2 The Disclosing Party maintains internal policies and procedures reasonably designed to ensure compliance with AML, CFT, sanctions and anti-corruption laws.

7.3 The Disclosing Party shall promptly notify the Recipient of any change that may affect the accuracy of this Clause.

  1. POLITICALLY EXPOSED PERSONS (PEP)

8.1 The Disclosing Party confirms that none of its UBOs, directors or senior management is a Politically Exposed Person, unless expressly disclosed below:

Name: [●]
Position / Relationship: [●]
Jurisdiction: [●]

8.2 Where a PEP is disclosed, the Disclosing Party confirms that enhanced due diligence information has been provided.

  1. LITIGATION, INSOLVENCY AND REGULATORY MATTERS

9.1 The Disclosing Party is not subject to any pending or threatened litigation, arbitration, insolvency proceedings or regulatory investigations that would materially affect its ability to perform the Transaction, except as disclosed in writing.

9.2 No winding-up, bankruptcy or similar proceedings have been initiated against the Disclosing Party.

  1. CONFIDENTIALITY AND USE OF INFORMATION

10.1 All information provided herein is confidential and may be used solely for KYC, compliance, banking, regulatory and transaction-related purposes.

10.2 The Recipient may disclose this information to its banks, insurers, auditors, legal advisers or competent authorities as required by law or regulation.

  1. ONGOING OBLIGATION AND UPDATES

11.1 The Disclosing Party undertakes to promptly notify the Recipient of any material change to the information provided herein.

11.2 Failure to update material information shall be deemed a material breach of the Transaction documents.

  1. RELIANCE AND CONSEQUENCES

12.1 The Recipient is entitled to rely on the accuracy and completeness of this KYC Disclosure in entering into and performing the Transaction.

12.2 Any false, misleading or incomplete information shall entitle the Recipient, without prejudice to any other rights, to suspend performance, refuse payment or delivery, terminate the Transaction and claim damages.

  1. GOVERNING LAW

This KYC Disclosure shall be governed by and construed in accordance with the governing law specified in the applicable sale and purchase agreement.

DECLARATION

The undersigned hereby certifies that the information provided in this KYC Disclosure is true, accurate and complete as of the Disclosure Date and is provided in good faith for the purpose of compliance and transaction due diligence.

For and on behalf of the Disclosing Party

Name: ____________________
Title: ____________________
Signature: _______________
Date: ____________________