TRADING CONDITIONS


Non Manufactured Precious Metals Trading Agreement - General Conditions

 
Art. 1 Power of Disposition

Until  written  notice  of  revocation  is  received  by  the  Company,  instructions  as  to  authorized  signatures communicated to the Company in writing shall alone be valid notwithstanding any information to the contrary contained in the Commercial Register or any public announcement.

 

Art. 2 Examination of signatures and identity

Although  the  Company  undertakes  to  carefully  examine  the  signatures  of  its  Customers  and  their  duly appointed representatives, it shall not be bound to make any further examination with respect to identity. The Customer will undertake to provide the Company with all relevant information as required by the Company per the Company’s Know-Your-Customer process.

 

Art. 3 Legal Incapacity

The  Customer  is  liable  for  any  damage  resulting  from  his  legal  incapacity  which  has  been  published  in  an official publication. The Customer is liable in all cases for any damage or loss resulting from incapacity on the part of his representatives or other related or relevant third party.


 
Art. 4 Communication from the Company

Communication from the Company shall be deemed to have been duly transmitted if sent to the last address supplied to the Company by the Customer. The date of dispatch shall be deemed to be the date shown on the copy or the mailing list in the Company’s possession. Mail to be retained by the Company shall be deemed to have been delivered on the date it bears.
 

Art. 5 Sale and/or Purchase of Precious Metals by the Customer

The Customer may enter into Transactions with the Company for the sale and/or purchase of Precious Metals. Each Transaction shall be subject to the terms and conditions set out in this agreement. Notwithstanding that the  Customer  has  satisfied  the  Customer’s  obligations  under  this  Agreement,  the  Company  shall  have  sole discretion as to whether to accept or reject instructions given by the Customer in respect to the Transaction and shall not be obliged to enter into any Transaction.
 
All  rates  and  Premiums  other  than  dealing  rates  and  Premiums  shall  be  provided  for  reference  only. Accordingly, unless the Company shall make it clear to the Customer at the time, any rates or Premiums at which Company will be prepared to enter into Transaction(s), the Company shall be under no obligation to enter into Transaction(s) at such rates or Premiums.
 
Any instruction by the Customer in respect to a Transaction, once again, shall be irrevocable except with the prior written consent of the Company. The Company shall be entitled to rely on its belief in good faith that any such instruction, given by whatever means, emanates from the Customer, whether or not such instruction is given personally or authorized by the Customer and notwithstanding any error or misunderstanding or lack of clarity in the terms of any such instructions. The Customer acknowledges and agrees that if any instructions received by the Company purport or appear at face to have been signed by the Customer or the authorized signing officer(s) of the Customer, such instructions may be treated by the Company as though they have been duly signed by the Customer or the authorized signing officer(s) of the Customer with the authority and on behalf of the  Customer notwithstanding that it may later  be established that such instructions were not  so signed.  The Customer recognizes and accepts the risk or  any error or misunderstanding and the risk of any instruction being unauthorized or given by an unauthorized person. The Customer agrees to be bound by all instructions which the Company believes in good faith to have been given or authorized by the Customer and shall honor any judgments, costs, charges and expenses arising from or in connection with any Transactions and/or actions taken by the Company or its correspondents and agents in accordance with or pursuant to any such  instructions.  The  benefit  of  this  indemnity  is  held  by  the  Company  for  itself  and  on  behalf  of  its correspondents and agents.
 
The Customer appoints Authorized Persons to act on behalf of the Company and authorizes and instructs the Company to act on the instructions given by the Customer or by the Authorized Persons. The Customer shall give,  and  shall  ensure  that  the  Authorized  Persons  give,  clear  instructions  to  the  Company  which  must  be clearly distinguished from requests for indication of rates or Premiums.


 
Art. 6 Errors in transmission

Damage resulting from the use of the postal services, fax, telephone, e-mail or other means of communication or  transport  and  in  particular  from  loss,  delay,  misunderstandings,  mutilation  or duplicate  dispatch  shall  be borne by the Customer.


 
Art. 7 Faulty execution of instructions

In  the  event  of  damage  resulting  from  the  non-execution  or  late  execution  of  instructions,  the  Company’s liability  shall  be  limited  to  an  amount  equal  to  the  loss  of  interest,  unless  its  attention  has  been  expressly directed to the risk of more extensive damage at the time of and in respect of such instructions.


 
Art. 8 Complaints

Complaints by the Customer relating to the execution or non-execution of instructions of any kind as well as to other communication from the Company must be lodged forth with upon the Customer receiving notice of the matter for complaint and at the latest within the particular period specified by the Company; if the Company fails to send notice which the Customer expects, the Customer must nevertheless lodge his complaint as if he had received the notice by ordinary mail. Any damage arising from delay in making a complaint shall be borne
by the Customer.
 
Objection  concerning  statements  of  transactions  or  deposit  must  be  submitted  within  one  week  of  receipt. Upon expiry of this period the statement shall be deemed to have been approved. The express or tacit approval of a statement shall imply approval of all entries contained therein as well as possible reservations mentioned in the statement by the Company.


 
Art. 9 Right of lien and set-off

The Company has a right of lien on all assets it holds on behalf of a Customer whether in its own custody or placed elsewhere and a right of set-off with regards to all funds received on behalf of the Customer in respect of all claims which the Company may have against the Customer, irrespective of the due dates of such claims or currencies in which they are expressed and whether or  not the transactions made with the Customer  have been  made  without  security  or  against  special  security.  Immediately  upon  default  by  the  Customer  the
Company shall be entitled without further notice to dispose of any assets over which it has a right of lien. The Company can make the sale at the then prevailing market price or by forced sale or in whatever manner it deems most appropriate.
 
The Company shall be entitled to receive the proceeds of any sale and apply them to satisfy the amounts due and payable by the Customer plus any cost and expenses the Company incurs in making the sale or in enforcing its rights against the Customer. The total amount due and payable to the Company (including such costs and expenses shall be based on the Company’s records, which shall be binding for the Customer).


 

Art. 10 Margin Trading Accounts

The  accounts  are  balanced  monthly,  quarterly,  half-yearly  or  yearly,  at  the  Company’s  discretion.  Periodic statements may be substituted by daily statements. No deductions are allowed from interest and commissions due to the Company. Any express or other charges shall be borne by the Customer. The Company reserves the right to alter its prices and commission rates at any time according to changes in market conditions and to advise the Customer thereof by way of circular letter or in any other suitable form.
 
If the Customer gives several instructions, the total amount of which exceeds his credit balance or the facilities granted to him, the Company is entitled to carry out any of the instruction at its discretion, in whole or in part, irrespective of the date they bear or the date of their receipt by the Company.
 
The Company will charge interest on borrowed metal or other currencies at such rate as Company may from time to time notify to the Customer.

 

Art.11 Draft, Cheques and similar instruments

The Company reserves the right to debit the Customer’s account with drafts, cheques or similar instruments, previously credited or discounted, in the event of their non-payment.
 
Pending the settlement of any outstanding debit balance however the Company retains a claim to payment of the total amount of the instrument, whether such claims emanate from the instrument or exist for any other legal reason.


 
Art.12 Termination of business relationship

The  Company  reserves  the  right  at  any  time  and  at  its  own  discretion  to  terminate  the  existing  business connection  and  in  particular  to  cancel  facilities,  if  any,  which  it  has  granted  and  furthermore  to  demand repayment of debts of any nature without further notice.


 
Art.13 Single Agreement

This  Agreement  and  each  confirmation  relating  to  each  Transaction  shall  together  constitute  a  single agreement between the parties. In the event of conflict inter se, the confirmation shall take precedence over this Agreement.


 
Art.14 Positive Margin Account Balance prior to trading

Prior to executing any Transactions under this Agreement the Customer shall deposit cash and/or other assets with Company being the Margin Account Balance, unless otherwise agreed with the Company. The Company shall  accept  or  refuse  any  cash  or  non-cash  assets  at  its  sole  discretion  and  subject  to  whatever  additional documentation and other arrangements as it shall require.
 
The Company shall not be obliged to enter into any Transaction if so to do would mean that the Customer Equity would fall below the Call Level.


 
Art.15 Margin Maintenance Provisions

The Initial Margin Percentage shall be set by the Company at its sole discretion. The Customer may at any time request from the Company a Schedule of initial Margin Percentage applicable at the time. 

In  the  event  that  the  Customer  Equity  should  fall  below  the  Call  level  the  Company  may,  but  shall  not  be obliged  to,  require  the  Customer  to  provide  additional  margin  to  the  extent  that  is  required  to  make  the Customer Equity equal to the required margin. Such margin shall be provided to the Company in cash and shall be  provided  to  Company  in  cleared  funds  within  one  Banking  Day  making  such  a  request.  Receipt  of  such margin  will  only  be  deemed  to  have  occurred  when  either  an  authenticated  bank  payment  order  has  been received or funds have been received in the Customer’s account held at the Company.
 
In the event that the Customer equity falls below the Close-Out Level the Company shall be entitled, but not obliged,  to  take  whatever  action  it  considers  appropriate  in  order  to  protect  its  position.  Such  actions  may include, but will not be limited to, the Close-Out of Transactions, and Company may apply any Margin Account Balance towards any Foreign Exchange Indebtedness.  
 
Without prejudice to the foregoing and for the avoidance of doubt, the Customer may apply to the Company to reduce the Margin Account Balance at any time in such a way as not to breach any other provisions of this Agreement. Such request will not be unreasonably refused by the Company. On termination of this Agreement the Company shall return any Margin Account Balance to the Customer.


 
Art.16 Rights of Company Margin and Security

The Customer to the fullest extent permitted by law hereby agrees and acknowledges that the Margin Account Balance is not repayable to the Customer or any other Person unless and until such time as the Indebtedness has been unconditionally and irrevocably paid and discharged in full.
 


Art.17 Representation, Warranties and Undertakings

The Customer represents and warrants that he has read the terms of this Agreement and the risk disclosure statement, understands and accepts them fully, and has adequate financial expertise and resources to comply with them.
 
The Customer represents and warrants that all information provided from time to time by or on behalf of the Customer to the Company in connection with this Agreement is and shall be true, complete and correct.  
 
The Customer hereby undertakes to notify the Company and the Company undertakes to notify the Customer of any material change to the information provided in this Agreement.  
 
The  Customer  hereby  undertakes  to  immediately  notify  the  Company  of  any  change  of  address  and  of  any appointment or revocation of appointment of Authorized Persons.  
 
The  Customer  represents  and  warrants  that  he  has  the  requisite  capacity  to  enter  into  and  perform  this Agreement  (including  the  granting  of  the  security  interests  created  herein),  has  all  applicable  licenses  and approvals to enter into and perform this Agreement and, where applicable, is duly authorized to do so under its constitutional documents.  
 
The Customer represents and warrants that no event of Default or potential event of default has occurred and is continuing in respect of the Customer or any applicable security provider.  
 
The Customer represents and warrants that the Customer is the sole beneficial owner of all assets transferred as margin free and clear of any security or other interest of any other person.  
 
The  Customer  represents  and  warrants  that  the  above  representations  and  warranties  will  be  true  and accurate on the date it enters into any Transaction.  


 
Art.18 Payment

All  payments  due  to  be  made  by  the  Customer  under  or  pursuant  to  this  Agreement  shall  be  made  in immediately available funds at the relevant time on the relevant date and no payment is effective unless the Company actually receives it for good value.  
All Payment to be made by the Customer under or pursuant to this Agreement shall be made in full, without any  set-off,  deduction  or  withholding  whatsoever.  If  by  law  the  Customer  is  unable  to  make  any  payment without a deduction or withholding being made, it shall forthwith pay to the Company such additional amount so  that  the  net  received  and  retained  by  the  Company  will  equal  the  full  amount  which  would  have  been received had no such deduction or withholding been made.
 
No  Payment  to  the  Company  under  this  Agreement  pursuant  to  any  judgment  or  order  of  any  court  or otherwise shall operate to discharge the obligations of the Customer under this Agreement unless and until payment in full shall have been received by the Company in the currency in which such payment was due (the “Currency of obligation”) and to the extent that the amount of such payment shall on actual conversion into the currency of obligation at the Exchange rate fall short of the amount due in the currency of obligation, the Company shall have a separate and additional cause of action against the Customer for the recovery of such sum as shall, after conversion into the currency of obligation, be equal to the amount of the shortfall.  


 
Art.19 Default

If an event of Default has occurred and is continuing, the Company shall have the right at any such time or at any time thereafter with or without prior to the Customer, and without prejudice to any of its rights elsewhere in this Agreement  
 

  • to  suspend  or  terminate  this  Agreement  and  call  for  immediate  payment  of  all  indebtedness  then outstanding;
  •  to Close-Out all existing Transactions. 

 

Art.20 Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the Netherlands.  
 
Unless  otherwise  provided  in  this  agreement,  a  person  who  is  not  party  in  this  agreement  has  no  right  to enforce any of term of this agreement.