Tov Hazel Purchase Conditions
General Terms and Conditions relating to the processing and purchase of materials containing precious metals
Article 1: Preliminary
The present general terms exclusively govern the relationship between Tov Hazel and the Supplier, unless otherwise expressly agreed in writing. Any matter not covered by these general conditions shall be settled in accordance with the provisions of the applicable law. Supplier agrees to accept and be bound by the terms and conditions set forth herein. Suppliers' general terms and conditions of business will not be accepted, nor will they be implicitly accepted by the unconditional acceptance of goods, the provision of services or receipt of payment.
Article 2: Definitions
“Business Days” shall mean any day that is not a Saturday or a Sunday and on which banks are open for corporate business in Rotterdam, Netherlands
“Delivered Material” shall mean the returnable metals delivered by the Supplier to Tov Hazel.
“Product Form” shall mean the form made up in two original copies at the time of delivery of the returnable metals.
Article 3: Identification - Weighing – Sampling - Assaying
3.1. The Delivered Material shall form a complete and separate lot and will be numbered to allow subsequent identification prior to the start of the weighing, sampling and assaying operations.
3.2. The Delivered Material is weighed at Tov Hazel using calibrated scales. The weighing results are unconditionally accepted by the Supplier, save for proof of the contrary provided by the Supplier.
3.3. By signing the Product Form, the Supplier requests and authorizes Tov Hazel to perform an assay on a sample of the Delivered Material and to refine the Delivered Material, unless the Supplier explicitly indicates on the Product Form that only an assay on a sample of the Delivered Material is to be performed. A sample of Delivered material is obtained through a sampling process at Tov Hazel, which includes the melting of the Delivered Material in its original shape or form. The Supplier consents to this process.
3.4. The Supplier unconditionally accepts the results of the assay performed by the laboratory of Tov Hazel. The Supplier is entitled to have an independent counter-assay carried out, which must be requested prior to delivery of the returnable metals by the Supplier, by indicating “counter-assay” on the Product Form or by sending a registered letter to Tov Hazel prior to delivery. The third party performing the counter-assay will be ‘Waarborg Holland’. If the Supplier has not requested for a counterassay as set out above, it shall be conclusively presumed that the Supplier has waived its right to a counter-analysis.
3.5. If the difference between the results of the assay carried out by the laboratory of Tov Hazel and those of the assay carried out by the ‘Waarborg Holland’ is not more than 3% the Supplier will unconditionally accept the results of the assay performed by the laboratory of Tov Hazel and will bear all costs related to the counter-assay. In the event of a greater difference, Tov Hazel will bear the cost of the counter-assay.
3.6. Save for the above, all costs related to weighing, sampling and assaying will be borne by the Supplier. These charges shall be paid by Supplier upon delivery of the returnable metals.
Article 4: Restitution - Sale of Delivered Material to Tov Hazel
After completion of the weighing, sampling and assaying operations and exchange of the assay results, Tov Hazel may submit an offer to the Supplier to purchase the Delivered Material, depending on the results of the assay. Assays of gold will be performed at the latest on the Business Day following the day of delivery of the returnable metals. Assays of all other precious metals will be performed at the latest seven (7) Business Days following the date of delivery of the returnable metals. In case the Delivered Material contains gold, Supplier must indicate by telephone, fax, mail, or email within same Business Hour calculated from the time of the offer, whether he wishes to accept the Tov Hazel’s offer to buy the Delivered Material or whether he wishes Tov Hazel to return the refined Delivered Material. In case the Delivered Material contains other precious metals, Supplier must indicate by telephone, fax, mail or email within same hour calculated from the moment of the offer; whether he wishes to accept Tov Hazel’s offer to buy the Delivered Material or whether he wishes Tov Hazel to return the refined Delivered Material. If the Supplier has not indicated as set out above within same Business Hour, whether he wishes to accept Tov Hazel's offer to buy the Delivered Material it shall be conclusively presumed that the Supplier has accepted Tov Hazel’s offer. Any communication errors, misunderstanding or mistakes in telephone communications with the Supplier or third parties shall be borne by the Supplier. By accepting an advance payment at the date of delivery of the metals, the Supplier accepts the sale of the Delivered Material to Tov Hazel.
Restitution of the (refined) Delivered Material is only possible upon submission of the original Product Form. The Supplier is entitled to give instructions (country of destination, forwarding agent, means of transportation etc.) regarding the physical delivery of the (refined) Delivered Material. Supplier shall bear the costs and risk of the return delivery.
The value of the Delivered Material is calculated based on recovered net metal content and based on the price agreed between Tov Hazel and the Supplier on the date of delivery of the returnable metals, unless otherwise indicated on the Product Form, in which case the value will be based on the price agreed between Tov Hazel and the Supplier on the date of sale. The value of the Delivered Material will be paid within three (3) Business Days following receipt of Supplier's invoice or cash upon presentation of a statement of purchase by Tov Hazel to the Supplier; under deduction of all pending charges due and of a possible advance as indicated on the Product Form. Supplier's invoice must specify the Product Form number.
4.4. Telephone Orders
The Supplier consent to Tov Hazel's practice to record all telephone conversations with Tov Hazel with regard to purchase orders. The recordings of and/or transcript of the telephone conversations will constitute prima facie proof of the subject matter of the purchase order concerned. In the event of a dispute, they may be used as evidence before the body appointed to resolve the dispute. Tov Hazel reserves the right, when it deems useful or necessary, to ask the holder to confirm telephone orders and/or requests by means of letter, fax, email or any other electronic message system. Tov Hazel may postpone the execution of orders pending receipt of such confirmation.
4.5. Email Traffic
Emails sent between Tov Hazel and the Supplier, as identified by the email address stated on the identification form, serve as prima facie proof of the subject matter of the transaction concerned.
4.6. The Supplier
The Supplier is entitled to appoint third parties who are mandated to receive disbursements or restitutions of precious metals by Tov Hazel. The identity of these third parties must be indicated on the Product Form. Any disbursement or restitution to such third parties discharges Tov Hazel from any liability towards the Supplier.
Article 5: Title and risk of loss
Title to and risk of loss the Delivered Material shall remain with the Supplier throughout the entire process of weighing, sampling and assaying. Title to and risk of loss the Delivered Material will only pass to Tov Hazel upon the date the Supplier accepts Tov Hazel’s offer to buy the Delivered Material, notwithstanding Tov Hazel to retain or sell returnable metals for an amount equivalent to the total amount due by the Supplier. The Supplier declares that the Delivered Material is the property of the Supplier who has good and valid title thereto and that the Delivered Material is free of any mortgage, pledge, security interests, options, liens, claims, charges, contractual commitments or other encumbrances, whether existing or potential. The Supplier will provide Tov Hazel with any proof thereof if asked to do so by Tov Hazel.
Article 6: Insurance
The Supplier shall, at his own expense, obtain and pay for any insurance with a first class underwriter of good reputation to cover the value of the Delivered Material. The insurance shall be taken against all risks including strike, riot and war risks and be in effect from warehouse to warehouse.
Article 7: Warranty and Representation
The Supplier warrants and represents that the funds used and the Delivered Material do not serve any illegal purpose such as money laundering or the financing of any criminal or terrorist activities. The Supplier undertakes to verify by all means at his disposal the origin of the Delivered Material and the funds at his disposal. Any irregularity shall be reported immediately to Tov Hazel. The Supplier declares that all Delivered Material, especially jewellery, is registered in their books, which can be consulted on first demand by official and competent services. The Supplier will further warrant and represent that he does not use child labor in breach of local laws. Any violation may lead to the immediate termination of the cooperation.
Article 8: Absence of precious metals
Should the assay reveal that the Delivered Material do not contain any or very few precious metals, the Supplier will bear all costs for any customs formalities, as well as the costs for destruction or return of the Delivered Material. Tov Hazel is entitled to require a security as it sees fit from the Supplier to cover the expenses mentioned above.
Article 9: Absence of Toxic Substances
The Supplier commits to strongly confirm that the Delivered Material does not contain toxic substances such as but not limited to mercury. If the Supplier disregards to disclose the existence of toxic substances in the Delivered Material, he will be held liable for all caused adverse effects.
Article 10: Miscellaneous
In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect. Tov Hazel’s failure to enforce, or Tov Hazel's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.
Article 11: Jurisdiction and applicable law
These general terms as well as any relationship or agreement between parties shall be governed by and construed in accordance with Dutch law. All disputes which may arise between parties belong to the exclusive jurisdiction of the courts in Rotterdam.