GOLDCORE LTD. Terms and Conditions
These terms and conditions govern the terms upon which we, GoldCore Limited (Company Number 377252), trading as GoldCore, and having our registered office at 14 Fitzwilliam Square, Dublin 2, Republic of Ireland (hereinafter referred to as “we” or “GoldCore”) shall supply you, the customer (hereinafter referred to as “you” or the “Customer”) with services in relation to the sale, purchase and storage of precious metals, to include the purchase and sale by you of precious metals, the storage of precious metals and participation in the Perth Mint Certificate Programme as hereinafter provided (the “Services”).
1.1 The following definitions and rules of interpretation apply in these Terms and Conditions:
“Business Hours” means 9:00 to 17.00 (London Time) during a Working Day;
“Client Account” means the current account as defined in Condition 10;
“Conditions” means the terms and conditions herein contained;
“Contract” means, as the case requires, any and each contract that exists between GoldCore and the Customer in relation to the provision of any of the Services and for the avoidance of doubt each transaction concluded with a Customer shall be regarded as giving rise to a separate Contract governed by the Terms and Conditions then in force in accordance with Condition 3;
“Customer” means any person, entity, fund or corporation who becomes a customer of GoldCore in accordance with Condition 3 below;
Daily Product Limit means the maximum value of metals which can in aggregate be purchased online in any one day from GoldCore and which value shall be determined by GoldCore having regard to market conditions then prevailing; This daily product limit will be made available to a Customer upon request.
“GoldCore Chain of Integrity Standard” describes the location of any and all precious metal bought or sold, that said metal holdings must always remain within the custody of GoldCore or a depository approved by GoldCore and where relevant, transported by a transport party approved by GoldCore (an “Integrity Party”), such that the said metal has never been transported to or by or held by any party other than an Integrity Party between the time at which it was sold by GoldCore and the time it is purchased by GoldCore;
“GoldCore Trading Opportunity” means a point in time at which GoldCore can enter a proprietary trade with a third party that allows the offsetting of market risk, which unless GoldCore determines otherwise shall be a time during Business Hours;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights and trade dress or get-up, rights in goodwill or to serve the passing of, unfair competition rights, rights and designs, rights on computer software, database right, typography rights, moral rights, rights on confidential information (including no hand trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all obligation for renewals or extensions of such rights and all similar equivalent rights or forms of protection in any part of the World;
“Physical Bullion” shall mean bullion bars and coins including numismatic coins.
“Spot Metal Price” means the live market price per one troy ounce, or other denomination if stated, of the underlying metal, for immediate delivery as displayed by GoldCore via its website www.goldcore.com;
“Storage Provider” means a storage provider satisfying the requirements specified in Condition 18;
“Unit Price” means the price per one troy ounce, or another denomination if stated, of the underlying metal at which GoldCore will buy or sell such metal, which Unit Price shall be confirmed either in writing, on screen or verbally to Customers before any Contract for sale or purchase is completed;
“Website” means the website currently maintained by GoldCore at www.goldcore.com or such other website as GoldCore may from time to time maintain;
“Working Days” means a day (other than a Saturday, Sunday or public holiday) on which clearing banks are generally open for business in Ireland.
1.2 References to statutory provisions in these Conditions shall unless otherwise stated be references to statutes enacted in Ireland and shall be construed as references to those provisions as respectively amended or re-enacted (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification) and shall also include any subordinate legislation made from time to time under those provisions.
2. Application of Conditions
The Conditions shall:
(i) apply to and be incorporated into the Contract; and
(ii) Prevail over any inconsistent terms and conditions contained or referred to in your purchase order, confirmation of order, acceptance of quotation, or specification or other document supplied by you or implied by trade, custom, practice or course of dealings.
3. Deemed Acceptance and Prevailing versions
3.1 You shall become a Customer of GoldCore by doing any or all of the following:
(i) registering for an account either by posting the required documentation for the Perth Mint Certificate Programme and/or Anti Money Laundering (AML); or
(ii) placing an order or transferring the funds required to make a purchase of precious metals.
3.2 As of 15-Oct-2009 (the “Effective Date”) these are the Conditions for new Customers. In respect of existing Customers, these Conditions shall govern the business relationship with GoldCore in respect of any Contract entered into between the Customer and GoldCore on or after the date falling on the earlier of:
(i) the date on which these Conditions are deemed received by you in accordance with Condition 9; and
(ii) the date falling 30 days after the Effective Date.
3.3 We may from time to time modify the Conditions. Conditions as modified shall take effect as regards new Customers, on the date on which such persons become a Customer of GoldCore and as regards existing Customers, on or after the date (the “Relevant Date”) falling on the earlier of:
(i) the date on which the modified Conditions are deemed received by the Customer in accordance with Condition 9; and
(ii) the date falling 30 days after the date stated as the Effective Date in the modified Conditions;
in respect of any Contract entered into between the Customer and GoldCore on or after the Relevant Date.
4. The purpose of our business relationship
You have chosen to become a Customer in order to benefit from GoldCore’ terms for trading in and storing of precious metals. This service is provided as execution only. We do not give guidance on price performance. Any opinion or information given by GoldCore concerning any market dynamic including, but not limited to price, possible investment performance or trading conditions whether posted on the Website or otherwise disclosed to a Customer shall not be construed as advice in any respect and the Customer’s attention is specifically drawn to Condition 5 .
5. Investment Disclaimer
Precious metals markets are volatile and the value of precious metals may go down as well as up.
Accordingly, investments in precious metals involve a degree of risk which may make them unsuitable for certain individuals. You should carefully consider the suitability of an investment in precious metals as a personal investment and if needs be should consider seeking independent professional advice before proceeding.
IMPORTANT NOTE: THE PRECIOUS METAL BULLION MARKETS, WORLDWIDE, ARE UNREGULATED. THERE IS NO GUARANTEE, EXPLICIT OR IMPLIED, OF THE FUTURE VALUE OF ANY OF THE PRECIOUS METAL PRODUCTS THAT WE SELL.
6. Identifying yourself
All Customers are required to comply with the Criminal Justice Act, 1994. Pursuant to this Act, we are obliged to carry out sufficient checks to verify the identity of our customers. In this regard, before accepting orders, we will require certain identification. Please review Schedule 1.0 Identification of Customers.
GoldCore reserves the right to request additional identity verification information if it believes it necessary or appropriate to do so in order to comply with its obligations under the Criminal Justice Act, 1994.
You undertake to identify yourself according to the identity verification procedures required by GoldCore. You authorise GoldCore to make such enquiries as it may feel necessary to satisfy itself about the validity of your identity.
You accept that your failure to identify yourself promptly and correctly may negate some of the protections you seek from GoldCore. You hereby indemnify and keep indemnified GoldCore against losses which arise out of your failure to identify yourself promptly and correctly.
7. Data about you
7.1 To provide the service GoldCore needs to record and process information about you and you permit GoldCore to do so. GoldCore does not disclose data about you to third parties except where required either:
(i) in the ordinary administrative course of verifying identity and sources of bank funding and completing your GoldCore transaction(s); and/or
(ii) where you specifically request us to use your data for the purposes of supplying other services;
(ii) where required by law.
7.2 GoldCore provides other services other than the Services. We may from time to time send you details of such additional services. However, your data will not be given to or used by employees providing such additional services unless you specifically request or instruct GoldCore to do so. If you do not wish to receive unsolicited information in relation to additional services offered by GoldCore, please indicate this when signing these Terms and Conditions.
7.3 Save as provided above, we do not share customer details or details of customer purchases with any third party nor do we currently have any general reporting requirements to any third parties including governmental agencies.
8. Contact details
GoldCore will maintain the following contact details for you:
an email address;
a mobile telephone;
a home telephone; and
a home address.
You accept a duty to keep your contact details held by GoldCore up to date and accurate, which you can do via the website or by contacting our office. GoldCore is entitled to rely on the accuracy of the contact details supplied.
You agree to notify GoldCore within 30 days of any changes to your contact details .
You accept that your failure to maintain your contact details correctly may negate some of the protections you seek from GoldCore. You hereby indemnify and keep indemnified GoldCore against losses which arise out of your failure to maintain your contact details correctly.
9. Communication between us
9.1 Your primary means of communication with GoldCore will be via email / telephone or in person. You may also submit questions and access responses and general information and carry out certain transactions using the client query tool located on the Website.
GoldCore will, from time to time, send off-line information to you by email including , but not limited to, acknowledgements of changes to your key account settings, order confirmations, execution advices, contracts and changes to these Conditions. The GoldCore system records all outward email transmissions.
It is your responsibility to ensure that any nuisance email filters in use by you or your email service providers are not configured to block email from GoldCore.
You understand and accept that GoldCore shall be deemed to have been duly given or transmitted an email to you when it places onto the public part of the Internet an email correctly addressed to your email contact address as notified to GoldCore.
You understand and accept that email is not encrypted and that it operates with a similar degree of privacy as physical post, in that a network engineer, has the ability to see email and attachments if he chooses to open your mail. You accept and understand that easily comprehended open format feedback to a known and used address is appropriate for reporting your completed business to you, off-line, and after the event.
GoldCore may send information to you by post to your address as notified to GoldCore. Any information so posted shall be deemed to have been served or given 48 hours after posting and proof that an envelope containing such information was properly addressed prepaid and posted will be sufficient evidence that the information has been duly served or given.
GoldCore may contact you by telephone on the telephone numbers advised to us for the purposes of confirming any orders for any Services and in particular to confirm the applicable Unit Price prior to concluding a sale or purchase of precious metals with you or on your behalf. Calls may be recorded without the use of any warning, in order to assist with our monitoring and compliance procedures, and to avoid misunderstandings. Such records will be our property and will be accepted by you as evidence of your orders or instructions. We may use the recordings and /or transcripts for any purpose which we deem desirable and the recording of any such telephone calls shall be admissible as proof of the matters discussed therein.
9.5 Website Usage
Access to and use of the Website for information purposes and to avail of any Services shall be subject to all usage terms and conditions, policies and procedures specified from time to time on the Website. When you register on the Website, you will be asked to provide a username and password which may be changed by you from time to time. You shall be responsible for protecting the confidentiality of your username and password. You shall notify GoldCore immediately should you suspect or become aware that your username or password has become known or available to any unauthorised person. GoldCore shall have no liability or responsibility to you for acting on instructions purporting to be given by you via the website (whether or not you in fact gave such instructions) where your username and password have been correctly input in connection with such instructions. In accessing the Website and availing of any of the Services or information available on or via the Website, you accept and are deemed to accept that electronic mail messaging and internet communication may not be free from interference by third parties and may not remain confidential. The use of the Website is at your sole risk.
10. Client Accounts
You acknowledge and agree that any payments, pre-payments or payment on account (collectively “Payments”) made by you to GoldCore shall be lodged in a segregated client account known as GoldCore Client Funds Accounts maintained by us at our banks for the express purpose of pooling un-invested Customer monies (the “Client Account”). GoldCore shall maintain separate client accounts for each Customer in respect of monies held in the said pooled bank accounts.
GoldCore may withdraw monies held to the credit of the Client Account on behalf of a Customer for the following purposes:
(i) to pay for purchases of precious metals and/or any of the other Services ordered by the Customer;
(ii) to transfer monies to the GoldCore Perth Mint Client Funds Account to be held on behalf of such customer for satisfying payments to the Perth Mint;
(iii) to transfer monies belonging to the Customer to that Customer;
(iv) to pay GoldCore in respect of any fees, charges and commissions earned according to a Contract and these Conditions.
11. Acceptable ways of making pre-payments
GoldCore shall not be obliged to accept any orders for transactions, pre-payments or monies on account sufficient to cover the value of the transaction must be received in cleared funds in our Client Account. Pre-payments may be made by electronic transfer, debit card, bank draft or cheque made payable to GoldCore Client Fund Account. Cheques and bank drafts received by us will be lodged to the Client Account by the next Working Day and we will not be obliged to accept or process any orders until such time as they have cleared for use. If making pre-payments by debit card or electronic transfer, you understand that your bank will be expected to identify standard banking data on each incoming payment to the Client Account, including:
(i) your bank name;
(ii) your branch identifying code;
(iii) your account name;
(iv) your bank account number; and
(v) your GoldCore user name or quotation reference number (as the payment reference).
GoldCore retains the right at its absolute discretion to accept an order without receipt of cleared funds. In such circumstances GoldCore will retain the right not to make delivery of the ordered metals until cleared funds have been received. In the event that funds do not clear, GoldCore shall retain the right to seek full payment from the Customer for the order or cancel the order. In the event that the order is cancelled on such basis, the Customer shall be fully liable to pay any and all losses and or administration expenses relating to said order.
You accept that a failure by your bank to identify the source of your money may delay the Client Account being credited or the funds in the Client Account being allocated and credited to your client account with GoldCore. In such circumstances, GoldCore may place your money in a suspense account until such time as the correct remittance details are established to GoldCore’s satisfaction.
You accept that where you have provided us with necessary details independently of the actual bank transfer on which your money was received, GoldCore is entitled to suspend your right to immediate withdrawal for a period not exceeding six weeks.
12. Unacceptable ways of making pre-payments
You understand that you may not merge funds belonging to different parties within a single GoldCore account. You understand that where deposits from differently owned sources merge, or appear to merge, GoldCore is entitled to return the funds to the source having deducted a reasonable processing fee.
You represent confirm and warrant that you are the legal and beneficial owner of any monies transferred or paid to the Client Account and no other person has any right or entitlement thereto.
We do not accept banknotes or coins for credit to the GoldCore Client Account.
12.4 GoldCore reserve the right to hold final delivery of any metals purchased by the Customer until a time that all outstanding balances owed by the Customer to GoldCore have been dispatched and settled.
12.5 The Customer unequivocally states and guarantees that any and all monies or assets used to make purchases and any and all proceeds or derived benefits from or as a result of any transaction entered into with GoldCore shall be compliant with international law, Irish Law and US Law with regard to the financing of terrorist activities.
13. Prices and Quotations
Unless stated otherwise all Unit Price quotations given by GoldCore for the purchase and sale of bullion are indicative only and subject to movement in accordance with the Metal Price of the precious metal concerned.
Where quotations will hold good for a specified period, this will be stated. However, in the event of a sudden or material change in the underlying Spot Metal Price between the time such quotation is given and the order is placed, we reserve the right to withdraw the quotation. In such circumstances a new Unit Price will be quoted, prior to accepting a Customer’s order for a trade.
Quotations will include provision for any VAT that applies and for which Goldcore is required to account. In most cases, there should be no VAT chargeable as investment gold and currency is exempt from VAT. However, in certain cases, it may be that because of the nature of the product, or the Customer’s location, Goldcore has an obligation to account for VAT, which it is not aware of at the time of giving the quotation. In such cases, Goldcore reserves the right to revise its quoted price to include such VAT prior to accepting an order.
Goldcore shall not be responsible for any VAT or customs charges imposed on the Customer by the revenue authorities of that Customer’s jurisdiction. The Customer shall be responsible for and shall discharge all customs and excise charges and VAT payable by it on importation by the Customer of metal products into a jurisdiction other than Ireland.
14. How your orders are processed
14.1 PURCHASES AND SALES WITH THE PERTH MINT CERTIFICATE PROGRAMME:
GoldCore is an authorised dealer for the Perth Mint Certificate Programme. If you wish to transact business with the Perth Mint, You must complete the PMCP Application Form for international clients. Dealings with the Perth Mint shall be governed by the Perth Mint Certificate Programme Operating Procedures and Condition of Application for international clients (the “Perth Mint Terms”). The Perth Mint Terms govern all transactions with or concerning the Perth Mint and where inconsistent with these terms and conditions, the Perth Mint Terms shall prevail. A copy of the Perth Mint Terms and the PMCP Application Form for international clients are attached at Appendix 1. By signing and returning to us a PMCP Application Form, You agree and represent that you have read and understood and agree to be bound by the Perth Mint Terms.
The following summarises how purchases and sales through the Perth Mint Certificate Programme are dealt with via GoldCore. In the case of any conflict between this summary and the Perth Mint Terms, the Perth Mint Terms shall prevail:
By telephone or email
Subject to the Customer having cleared funds in the Client Account, sufficient to cover the cost of the transaction, GoldCore will seek verbal confirmation of the Customer’s wish to proceed to execute the order and once received will then execute the order as per the instruction at the next available GoldCore Trading Opportunity at the Unit Price. Following confirmation of execution GoldCore will issue a confirmation directly to the Customer.
Subject to the Customer having cleared funds in the Client Account sufficient to cover the cost of the transaction, a Customer may confirm a trade online via the Website during Business Hours, in respect of transactions having a value not exceeding the Daily Product Limit. The Unit Price will remain live for at least 10 seconds, after which time the Unit Price may update.
Online trades will be treated as offers to trade by the Customer subject to acceptance by GoldCore. Confirmation of acceptance shall be given by email or a confirmation letter within 24 hours of placement. A Customer’s order will not be deemed completed or confirmed until an acceptance of the order has been sent by GoldCore to the Customer.
Certain orders of a product type or valuation may be referred to the trading desk for confirmation.
Sale & encashment
When a Customer wishes to en-cash all or part of their Perth Mint Certificate holding, the Customer must return to GoldCore the original Certificate with the reverse of the Certificate appropriately completed. This will include:
Name of Transferee – GoldCore;
Name of Owner – Customer’s Name;
Signature of Owner;
Bank payment details
GoldCore will transmit the Certificate to the Perth Mint. No funds will be returned until the original Certificate is received by The Perth Mint via GoldCore and confirmed as being authentic.
To execute the sale GoldCore must receive a signed letter requesting the sale of the required amount of precious metal. This letter should also include the bank details where the funds are to be transferred, unless already specified by the Customer upon opening the account.. Please note that the funds can only be returned to the beneficial owner of the Certificate.
Upon receipt of the instruction to sell, GoldCore will place an order to sell the requested amount of precious metals at the next available GoldCore Trading Opportunity, subject to instructions from the Customer.
Customers can expect to receive the proceeds of the sale within 10 working days of GoldCore receipt of the completed Certificate. A confirmation of the sale will be issued directly to the Customer upon receipt of the confirmation of the executed sale from The Perth Mint. This should be expected within one working day of receipt of the completed Certificate. Customers shall be charged any and all bank transfer charges associated with the return of sale proceeds.
FROM TIME TO TIME, PAYMENTS MAY BE DELAYED DUE TO INTERMEDIARY SYSTEM OUTAGES, LOST POST, FORCE MAJEURE.
14.2 OTHER PURCHASES AND SALES:
Purchases of Coins and Physical Bullion
By telephone or email
Subject to the Customer having cleared funds in the Client Account sufficient to cover the cost of the transaction, GoldCore will seek verbal or written confirmation of the Customer’s wish to proceed to execute the order and once received will execute your coin or physical bullion order at the price quoted for the coins or the Unit Price (as the case may be) at the next GoldCore Trading Opportunity.
Subject to the Customer having cleared funds in the Client Account sufficient to cover the cost of the transaction, a Customer may confirm a trade online via the Website during Business Hours, in respect of transactions having a value not exceeding the Daily Product Limit. The Unit Price will remain live for at least 10 seconds, after which time the Unit Price may update.
Online trades will be treated as offers to trade by the Customer subject to acceptance by GoldCore. Confirmation of acceptance shall be given by email or a confirmation letter within 24 hours of placement. A Customer’s order will not be deemed completed or confirmed until an acceptance of the order has been sent by GoldCore to the Customer.
Certain orders of a product type or valuation may be referred to the trading desk for confirmation.
Sales of Physical Bullion (including investment grade coins and numismatic coins)
If you wish to sell physical bullion to GoldCore, please contact our offices. GoldCore will indicate whether it is interested in principle in purchasing such physical bullion subject to quality and agreed price. In such circumstances, GoldCore will arrange on behalf of the Customer, at the Customer’s cost and risk, for the physical bullion to be collected and shipped to a GoldCore approved depository for assay and / or authentication purposes unless said bullion has remained within the GoldCore Chain of Integrity. Subject to such assay and / or authentication being acceptable to GoldCore (at its absolute discretion), GoldCore shall make the Customer an offer to purchase the physical bullion. A Customer may accept such offer by telephone or by email or online for at least 20 seconds after such offer is made, after which it shall be deemed withdrawn. In addition during such period, GoldCore reserves the right to withdraw such offer in the event that there is a market movement in the price of the underlying asset which in the sole opinion of GoldCore is significant, either in percentage terms or having regard to the size of the trade. The Contract in respect of such purchase shall be formed as of and on the date on which the Customer accepts an offer which has not been withdrawn in accordance with this condition, provided that if the Customer purports to accept an offer (the “Original Offer”) which has been deemed withdrawn, such acceptance shall constitute a new offer by the Customer to sell on the terms contained in the Original Offer which may be accepted by GoldCore issuing a confirmation of purchase in writing or by telephone, in which case the Contract shall be formed as of and on the date on which GoldCore issues such confirmation (the “Contract Date”).
The Customer can expect to receive the proceeds of sale within ten Working Days of the Contract Date.
FROM TIME TO TIME PAYMENTS MAY BE DELAYED DUE TO PUBLIC HOLIDAYS, INTERMEDIARY SYSTEM OUTAGES, LOST POST, FORCE MAJEURE.
If you do not accept our offer to purchase, GoldCore shall arrange on behalf of the Customer and at the Customer’s cost and risk to ship the coins back to the address from which they were collected. The cost of shipping to and from the depository and the assay and / or authentication costs of the depository shall in such circumstances be paid by the Customer. The risk in the coins from the time at which they are picked up and shipped to the depository, held at the depository and until sale to GoldCore or delivered back to the original location shall remain with the Customer and GoldCore shall not have any responsibility for any loss or damage to the goods unless same arises directly as a result of the wilful misconduct or gross negligence of GoldCore.
UNDER NO CIRCUMSTANCES WILL WE ACCEPT PHYSICAL BULLION DELIVERIES AT ANY OF OUR OFFICES.
Johnson Matthey Pooled Accounts
GoldCore maintains pooled metal holding accounts with Johnson Matthey plc on trust and on behalf of Customers in respect of the deposit of unallocated precious metals such as platinum, palladium, iridium, rhodium and ruthenium (“Precious Metal Accounts”).
Customers may purchase unallocated holdings of such metals to be held as part of the relevant Precious Metal Account. This facilitates a Customer to purchase and deposit holdings of precious metals in quantities which such Customer might not otherwise be permitted to purchase and deposit directly with Johnson Matthey plc.
GoldCore maintains such Precious Metals Accounts as a pooled account for and on behalf of all Customers purchasing and depositing such precious metals and will maintain adequate ownership records to identify the precious metal owned by each Customer and comprised in each such Precious Metal Account.
The Customer accepts and acknowledges however that the safety of that Customer’s ownership of the relevant precious metal holding comprised in the relevant Precious Metal Account is dependent on the ongoing performance by Johnson Matthey plc of its obligations to GoldCore in respect of such Precious Metal Account.
In the highly unlikely event that Johnson Matthey plc was to be liquidated or wound up in circumstances where it was unable to pay its debts, the Customer accepts that GoldCore’s liability to the Customer in respect of that Customers ownership of precious metal comprised in the relevant Precious Metal Account would be limited to that Customer’s pro rata share of such amount (if any) as GoldCore was able to prove for, or recover in respect of the total holding comprised in such Precious Metal Account.
15. GoldSaver Account
The GoldSaver account allows investors to allocate a fixed monthly investment sum for the purpose of purchasing gold bullion.
This programme in direct debit will only be available to residents of the Republic of Ireland. All other countries can participate via a standing order format or another format offered by the Customer’s bank where the account owner sends money once per month.
Initial contract term will be for a minimum of 12 months consisting of 12 equal monthly payments. The monthly investment sum will be nominated prior to the initiation of the contract by the investor. The monthly investment sum will be not less than €100 / £100 / US$100.
15.4 Charges and payment of fees
Credit cards will be charged a 2.500% processing fee.
Debit cards will not be charged a processing fee.
All buy trades will be charged at 5.000% over the morning LBMA Gold price in USD on the day of trading
All sell trades will be charged at 2.000% below the morning LBMA Gold price in USD on the day of trading
Local currencies will be converted to US dollars at the prevailing retail rate prior to the day of trading
An annual storage charge of 1.000% will be charged on all stored balances.
Early termination charge will be 10% of the accumulated investment sum or a fixed penalty charge of €100 / £100 / US$100, whichever is the greater.
The programme will deduct an agreed investment sum each month from your nominated bank account via a direct debit mandate or received from you. The monthly investment sum will be processed no later then the 5th day of the month. The investment will be made on a date selected by GoldCore which falls on either the 6th or the 8th of the month (the GoldSaver Trade Date). The order will be placed at the LBMA Gold price in USD, as defined by the London Bullion Market Association. Your order will be processed and confirmed to you no later then 48 hours after the trade has taken place. You will be notified of the number of ounces that you have purchased. Ounces will be rounded down to three decimal places.
15.6 Valuations and reporting
Within 48 hours of any GoldSaver trade we will notify you via email that a trade has been made. You must login in to your online account in order to view the actual trade details.
You may cancel the contract at any time by giving two months written notice. If the contract is cancelled before the initial contract term is complete you will incur an early termination charge of 10% of the investment sum or a fixed penalty charge of €100 / £100 / US$100, whichever is the greater. GoldCore offer all clients a “cooling off period”. As such you may cancel your account within 15 days of account opening date. If you have transacted within that period of time, early cancelation charges may apply.
15.8 Conversion options
You may convert any GoldSaver gold bullion balance to a deliverable formatted product once the total ounces held in your account is not less than 10 troy ounces. In the event that your balance is less than 10 troy ounces you may only opt for cash value settlement. The value of the cash settlement will be based upon the USD LBMA Gold price on the day of the next GoldSaver Trade Date. Settlement proceeds will be remitted to the nominated bank account. In the event that a conversion to a different format, such as gold bullion coins, is chosen any and all costs associated with a purchase of said bullion formatted product will be paid by the Customer.
16.1 Save as provided below, all physical bullion will be delivered to the Customer’s home or business address, or authorised depository (as specified by the Customer) within 30 days of the sale. Delivery shall take place when the goods are made available at the address specified by the Customer. Provided always, that in the event that the Customer is liable to and fails to discharge any importation taxes, payable by it, delivery shall be deemed have occurred one Working Day after the date on which the customs authority in the relevant jurisdiction or the carriers, shippers or agents (as the case may be) notifies the Customer that the goods are available for collection subject to the payment of such taxes.
16.2 For rare or unusual coins or where there are known shortages in the market, delivery may take longer than 30 days and in such circumstances, the Customer’s express agreement to a longer delivery time will be sought in respect of the relevant Contract.
16.3 It shall be the Customer’s responsibility to ensure that the Customer or a trustworthy person authorised by the Customer to receive the goods (an “Authorised Person”) is available at such specified address to take delivery and GoldCore and its carriers, shippers and agents shall be entitled to assume that any person taking delivery of the goods at the address specified by the Customer is an Authorised Person.
16.4 The Customer or Authorised Person must sign for receipt of the goods and such act, without reservation, shall amount to prima facie evidence that the goods have been received in good condition. If at the time of delivery the Customer or Authorised Person contends that the packaging has been opened or damaged or that seals have been broken or removed or that unpacked items are damaged, then the Customer or Authorised Person must record any such irregularities on the receipt from the carrier and notify GoldCore immediately. If the Customer or Authorised Person refuses or is unavailable to take delivery of the goods or if the goods cannot be handed over for any reason not due to the negligence of the GoldCore or its carriers, then GoldCore may arrange for the goods to be placed in storage. All costs of this will be borne by the Customer and GoldCore shall assume no liability whatsoever (whether for negligence, loss, non-delivery, mis-delivery, theft or otherwise) to the Customer in such circumstances except if there has been wilful misconduct by GoldCore in the storage arrangements.
16.5 Risk in the goods shall pass to the Customer on delivery.
17. No Right of Cancellation
As the price for the supply of precious metals is dependent on price movements in the financial market, which GoldCore cannot control, you do not have any right of cancellation in respect of orders placed and Contracts formed for the purchase of precious metals. However, where practicable, GoldCore will use reasonable endeavours to assist Customers to cancel orders, where such cancellation is sought prior to GoldCore fulfilling the order by purchasing bullion for resale to the Customer on the financial markets. Customers who wish to cancel any order for the purchase of bullion should contact GoldCore immediately by telephone to see whether it is possible for such orders to be cancelled.
18. Storage Services
18.1 GoldCore will store precious metals, bullion or coins (hereinafter referred to as metals) on the Customer’s behalf subject to Schedule 2.0: Storage Policy and Procedures. GoldCore shall retain responsibility to you for record keeping and administration but shall sub-contract the physical storage of metals and coins to a custodian or provider of secure storage facilities (a “Storage Provider”).
18.2 GoldCore will be deemed to take delivery of metals for the purposes of providing storage services at the following times and locations:
where a Customer requests prior to or at the time of purchase of metals from GoldCore that GoldCore will following such purchase, store such metals on the Customer’s behalf and GoldCore has accepted such request, at the time on which such Contract for purchase is concluded and at the location of the metals at the time such Contract is concluded;
in all other circumstances, GoldCore shall take delivery of metals for storage at the location of the Storage Provider on the date on which the metals are accepted by the Storage Provider for storage.
18.3 At Customer’s written request, GoldCore will ship stored metals within seven (7) Working Days of Customer’s request for delivery and payment of shipping charges and administrative charges as outlined in the schedule. This delivery period may be extended due to circumstances beyond GoldCore’s control – such as delays due to the depository or shipper.
18.4 Storage fees
Storage fees shall be charged in accordance with the Schedule of Charges.
GoldCore shall have a general lien on all metals it possesses or controls in respect of unpaid storage fees whether or not relating to goods over which the lien is exercised. GoldCore shall have the right and shall be authorised to sell the metals or any part thereof if after a period of fourteen (14) Working Days written notice of the exercise of its lien, if payment in full has not by then been made. Such sale will be as agent of the Customer. GoldCore will apply the sale proceeds first to the sums due to it under this Condition and the costs of sale and will account to the Customer for the balance with fourteen (14) Working Days of receiving the sale proceeds.
18.6 Limitation of Liability
The Customer’s attention is specifically drawn to this Condition. GoldCore shall exercise due skill, diligence and care in the selection and appointing any Storage Provider and shall ensure that the Storage Provider is a reputable storage provided with appropriate expertise in the business of managing the receipt, storage and re-delivery of precious metals according to best industry practice. GoldCore shall not otherwise be liable for the acts of the Storage Provider unless the selection of such Storage Provider was made negligently or in bad faith. The Storage Provider’s liability to GoldCore in respect of storage services may be limited under its terms and conditions and a copy of such terms and conditions will be given to a Customer on request.
GoldCore undertakes to ensure that your precious metals are insured against theft or damage according to accepted industry standards. The Customer acknowledges that such insurance will be subject to exclusions in line with insurance industry practice. Save as aforesaid, all metals are stored or otherwise dealt with at the sole risk and peril of the Customer.
All precious metals and coins stored by GoldCore are held on bailment for the Customer and this means that they shall remain the absolute property of the Customer whilst in storage. Provided however that the Storage Provider will have a lien over all metals stored by GoldCore in respect of storage fees payable by GoldCore. GoldCore undertakes to pay all such storage fees promptly when due. In this regard, save as specified above, the insolvency of GoldCore or the Storage Provider would not affect your property rights in respect of metals or coins stored on your behalf, albeit that such circumstances could result in delay and inconvenience in retaking of custody of your property.
18.8 Zero Premium Gold
Zero Premium Gold is a service designed for clients seeking extremely low transaction costs and long term storage services. Clients availing of Zero Premium Gold are committed, by virtue of buying said gold, to a storage contract, for said gold, for a period of no less than 12 months from date of purchase. Gold will be stored at a rate as set in the schedule of storage charges (please ask your Client Executive for a copy of the schedule). The minimum order size will be four 1 kilo gold bars. One year of estimated storage (Order spot price times ounces of gold times annual storage rate) will be paid at the time of metal purchase. Upon completion of one year of storage, the actual storage cost value (using the morning LBMA Gold price, a daily valuation of stored metal times the annual storage contract rate) will be set against the initial estimated storage charge and any variance will be credited or debited against the account. Should a client wish to release from storage Zero Premium Gold assets before the required 12 month initial storage term, a charge for the remaining storage term, calculated using the gold price as determined by the LBMA Gold price on the day of the asset movement request, will be levied. In addition a $150 or local currency equivalent, early termination administration fee will also be applied.
19. Intellectual Property Rights
All Intellectual Property Rights used or embodied by GoldCore in or on its website, or in its documentation or in or concerned with the sale of precious metals or supply of services herein contained are and shall remain the sole property of GoldCore.
20. Force Majeure
GoldCore shall have no liability to a Customer under these Conditions or under any Contract if it is prevented from, or delayed in performing, its obligations under the said Contract or these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including (but without limitation) strikes, lock-outs or other industrial dispute (whether involving the workforce of GoldCore or any other party) or failure of a utility service or transport network, system failures, intermediary system outages, postal failure or losses (either of GoldCore or of any other party), act of God, war, riot, civil commotion, malicious damage, compliance with any law of Governmental order, rule, regulation or direction, accident, breakdown of equipment, plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
21. Limitation of Liability
The Customer’s attention is particularly drawn to this condition. This Condition sets out the entire financial liability of GoldCore (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Customer in respect of:
(a) any breach of a Contract;
(b) any failure to supply any service or fulfil any order hereunder;
(c) any representation, statement or tortuous act, or omission (including negligence) arising under or in connection with a Contract.
Nothing in these Conditions limits or excludes the liability of GoldCore:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by GoldCore;
(c) for any liability incurred by the Customer as a result of any breach by GoldCore of the condition as to title implied by Section 12 of the Sale of Goods Act, 1893.
All warranties, conditions and other terms implied by statute or common law and all non –contractual obligations, are to the fullest extent, permitted by law excluded from these Conditions and any Contract.
Save as aforesaid, GoldCore shall under no circumstances be liable for loss of profits, loss of business, depletion of goodwill or other similar losses, or any other special, indirect consequential or pure economic loss, cost damages, charges or expenses or fall in the value of any precious metal or currency which arise out of, or in connection with, any Contract or these Conditions.
Without prejudice to any other provisions of this Agreement, GoldCore’s total liability in contract, tort (including negligence or breach of statutory issue), misrepresentation, restitution or otherwise arising or in connection with the performance of any contract or contemplated performances of any contract and/or these Conditions shall be limited to the value of the Customer’s precious metal from time to time deposited with or by GoldCore together with the value of any cash balance held to the credit of the Client Account on behalf of such Customer.
22. Complaints Resolution
22.1 If you have any complaints in relation to the service being provided by GoldCore, you should contact this office immediately. In particular, if you dispute, disagree with or have any issue with the content of any communication sent to you by email or by post in accordance with Condition 9 you must contact GoldCore immediately. GoldCore shall be entitled to assume your acceptance of the content of an email or postal communication if within three calendar days of the date of transmission to the correct email address or the date of service of such postal communication (as the case may be), no response from you has been received by GoldCore.
22.2 GoldCore shall use all reasonable endeavours to resolve any issues communicated to it by you, but you acknowledge that any delay in communicating such dispute, disagreement or issue may prevent or reduce the value of any resolution of such matter.
23. Your Status
By placing an order with us in respect of any of the Services and entering into a Contract in respect of any of the Services, you warrant, undertake and represent to us that:
(a) you are legally capable of entering into binding contracts;
(b) you are at least 18 years old;
(c) you are and shall comply with the laws of the territory from which you make any order or access the GoldCore website (including without limitation the laws of Ireland);
(d) you shall at all times be solely responsible for obtaining any authorisation required by any authoritative body in the territory in which you are based.
We reserve the right at our discretion to refuse orders from any person whom we believe may be prevented under the laws of any jurisdiction from transacting for the Services or whom we believe that GoldCore may not supply under the law of that jurisdiction, whether or not such law or impediment actually exists or might be enforceable or otherwise have extra-territorial effect.
24. Governing Law
These Conditions (including all schedules and appendices hereto) and any Contract between GoldCore and a Customer and any dispute or claim arising out of or in connection with it or its subject matter or information (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland and the parties irrevocably agree that the Courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or any Contract or its subject matter or information (including non-contractual disputes or claims).
Schedule 1.0 – Identification of Customer
(a) Personal Accounts
Certification of documents can be carried out by a member of GoldCore staff, the Police, a chartered or certified public accountant, notaries public or practising solicitor or a manager with the Post Office or embassy or consulate staff. Due to new Anti Money Laundering legislation in Australia, Bank Managers may not approve Perth Mint identity documents.
(b) Company Accounts
Certified copy of the Memorandum and Articles of Association;
a list of the directors, with full names,
a list of any shareholders holding more than 10% of the share capital, stating names and addresses.
(c) Perth Mint Certificate Programme Account Opening Instructions: SASS & SIPP Account Pension Trust
In order to allow a SASS or SIPP beneficiary to open an account we will need to establish the identity of all entities associated with the account, including the beneficiary and the operating authority. Establishing the identity of the Pensioner Trustee Company need only be done once by the trustee and will apply to all accounts opened their after, (subject to updates and material changes). In order to proceed please complete the following tasks:
1. The Pension Trustee Company must establish its identity (once only)
The Pensioner Trustee Company must establish its identity by providing the following:
Certified copies of Memorandum and Articles of Association
Certified copies of the share certificate and certificate of incorporation
A list of Directors
An official letter appointing a list of operating authorities and signatories.
Certified copies of the nominated operating authorities’ identity documents; a passport, driver’s license and a recent utility bill for each authority.
2. The Pension Trust Scheme incorporating documents, (for each account)
Provide a copy of the incorporating documents that establish the scheme and its operating rules and operating authorities.
One completed application form. The account name should be stated as the full legal title of the pension trust i.e. “John Smith, Pension Trust” the operating authority should clearly state the name and signature of the operating authority /nominated pensioner trustee. The joint signatures box should be ticked.
3. The Beneficial owner of the Pension Trust must establish their identity, (for each account)
Certified copies of the beneficial owner’s identity documents; a Passport, Drivers License and a recent utility bill.
One completed application form. The account name should be stated as the full legal title of the pension trust i.e. “John Smith, Pension Trust” the operating authority should clearly state the name and signature of the operating authority /beneficial owner. The joint signatures box should be ticked.
25. GoldCore General Fees and Charges
At GoldCore we are always seeking to improve our management of clients’ cash balances. Given the number of clients we have and continue to successfully service we are left with small amounts owing to clients and owed by clients. These balances can become troublesome to manage and account for over time. The following charges have been introduced to proactively manage these balances and ensure that our ledgers and clients assets are maintained as efficiently as possible.
25.1 Proceeds & Payments Processing Fees
GoldCore reserves the right to apply the following banking and administration fees to payment transactions.
|Standard Bank Payment Fee||$15 / €13 / £10|
|Urgent Bank Payments Fee||$25 / €23 / £20|
|Cheque Processing Fee||$15 / €13 / £10|
|Cheque Failure Fee||$8 / €6 / £5|
25.2 Late Payment Charge
GoldCore reserves the right to apply a late payment charge as tabled below on all negative accounts until such time as the outstanding balance has been settled.
Furthermore, GoldCore reserves the right where necessary to send outstanding amounts to a collection agent for processing.
Prior to entering the initial late payment charge cycle GoldCore will make a reasonable attempt, as determined by GoldCore, to notify clients of their outstanding balance and any late payment charges.
|Late Payment Fee Table|
|Charge||5% per month|
|Accrued||On a monthly basis|
|Chargeable||On the first day of each calendar quarter|
25.3 Dormant accounts
Where a client has not transacted (buying or selling metal, or being charged storage fees) with GoldCore for a period of one year, GoldCore will deem the account to be dormant.
Where a client’s dormant account has a positive cash balance, GoldCore reserves the right to apply an account management fee to the account as per the account management fee table.
Where a client’s dormant account has a negative cash balance, GoldCore reserves the right to apply a late payment fee to that account as per the late payment fee table.
Where a client’s dormant account has a zero cash balance neither the account management fee nor late payment charge will be applicable.
Where a client makes a genuine attempt to resolve their account balances, GoldCore reserves the right to waive any or all fees at its own discretion.
|Account Management Fee Table|
|Charge||$6.50/€5/£3.50 per month *|
|Accrued||On a monthly basis|
|Chargeable||On the first day of each calendar quarter|
Prior to entering the account management fee cycle GoldCore will make a reasonable attempt to contact the client. After the initial communication from GoldCore the client will have 28 days to respond to GoldCore and furnish instructions to have any account balances remitted to them. Such remittances will, as with any payments, be subject to payment processing fees.
* Where the positive balance of a dormant account is less than the chargeable account management fee, the fee charged will be equal to the available cash balance on the account. As a result the account’s cash balance will become zero and no further management fees will be applied.
26. Survey Competition Terms & Conditions
Competition to Win Gold Sovereign Worth $300
Date: 16th of September to 23rd September 2015
1. The survey competition is open to GoldCore clients and email subscribers only. Employees of GoldCore their agencies and anyone professionally connected with this survey and competition cannot win the gold sovereign coin. Only one entrant is allowed per person.
2. The prize consists of one gold sovereign coin (0.2354 ounces of investment grade gold) and the coin will be a modern gold sovereign (1957 to 2015).
3. Entry into the competition can only be achieved by the method listed below: Completion of the GoldCore Survey regarding investment views sent by email between 16th of September and 23rd September 2015.
4. The competition closes on 23rd of September 2015. Any entries received after this date will not be included in the competition. All entries must have the survey completed in full to be included in the competition.
5. An independent agency, our auditors will supervise a random draw from all entries received and record the winner of the gold coin.
6. Goldcore Limited will make a donation of €1 to Habitat for Humanity for every questionnaire completed. Our auditors will audit the survey and ensure that the correct amount is paid to Habitat for Humanity Ireland (Liffey Trust Centre, Sheriff Street Upper, Dublin 1, Co. Dublin )
7. The winner will be contacted by telephone within 14 days of the close of the competition and the prize will be posted out within 14 days of notification of the win.
8. Prizes will be posted out to the address provided in the entry form or can be collected from GoldCore’s head office in Dublin ( GoldCore Limited, 14 Fitzwilliam Square, Dublin 2 ).
9. GoldCore holds the right to contact competition entrants via phone or letter and/or any other means of communication for the sole purpose of notifying competition winners and to attain delivery details etc.
10. No purchase necessary for entry into the competition. Entries received after the relevant closing date will not be accepted. The prize is transferable and a cash alternative for the prize is available is requested.
11. Goldcore Limited decision is final. No correspondence will be entered into.
12. Goldcore Limited retains sole discretion to withhold prizes without liability if in its view a winner is ineligible, the entry is invalid or a winner does not meet the necessary requirements as set out in these terms and conditions. The Promoter reserves the right to withdraw or amend the Promotion in the event of unforeseen circumstances or circumstances outside of its control.
13. Responsibility cannot be accepted for entries invalidated by technical problems beyond the control of Goldcore Limited.
14. Details of participants and winners shall be retained by Goldcore Limited for the sole purpose of the competition survey and the questions and answers contained therein. Participants may withdraw their consent to the retention of such data at any time by declaring such withdrawal to Goldcore Limited.
15. By participating in the competition survey, participants are deemed to have accepted these terms and conditions.
16. To the extent permitted by law, Goldcore Limited excludes all liability whatsoever to entrants and the winner in relation to the competition survey and the prize to be awarded.
17.The name (initial and surname) of the winners may be published online but only with their express permission.
18. The promoter reserves the right to amend these terms and conditions at their sole discretion and without notice. The conductor of the competition survey is GoldCore Limited whose registered business address is 14 Fitzwilliam Square, Dublin 2, Ireland.
Schedule 2.0 – Storage Policy and Procedures
Receipt of metals
The contract for storage shall begin from the first date that a Customer’s metal is received at any of the storage facilities that are used by GoldCore. The contract for storage shall cease from the date that a Customer’s metal leaves any of the storage facilities used by GoldCore not bound for another storage facility used by GoldCore.
Unique Storage Account Numbers and Passwords:
GoldCore will issue each Customer availing of storage services with a unique storage account number.
Transferring of metal positions:
Upon request GoldCore will arrange for the transfer or delivery of Customer’s metal. A signed transfer request form is required to be completed prior to any transfer or delivery being entertained. Upon verification of identity GoldCore will make the necessary arrangements and advise the Customer of the charges incurred. No transfer or delivery will be affected until all outstanding storage charges and delivery charges have been paid.
Charges and payment of fees
Annual Storage Charge will be agreed in advance with the Customer. Fees will be charged in arrears. Fees will be calculated on the basis of the average daily stored ounces multiplied by the average daily gold price for the period as determined by the morning LBMA Gold price published by the LBMA multiplied by the daily storage rate.
Perth Mint Terms and Conditions
Product Information Statement
This Product Information Statement (the “PIS”) has been prepared by Gold Corporation ABN 98 838 298 431 (trading as “The Perth Mint”), a statutory authority of the Government of Western Australia established under the Gold Corporation Act 1987, and the issuer of the Perth Mint Certificate Programme (PMCP) product.
Gold Corporation is bound by the provisions of the Fair Trading Act (WA) 1987 as amended in 2010 and as amended from time to time in future which prohibits Gold Corporation from engaging in conduct that is misleading or deceptive or likely to mislead or deceive in relation to this PIS. Also, Gold Corporation will be liable for the contents of this PIS in accordance with governing laws.
It is impossible in a document of this type to take into account the investment objectives, financial situation and particular needs of each reader. Accordingly, nothing in this PIS should be construed as a recommendation by Gold Corporation, or any associate of Gold Corporation or any other person concerning an investment in PMCP. Readers should not rely on this PIS as the sole or principal basis of a decision to invest in PMCP and should seek independent financial and taxation advice before making a decision whether to invest in PMCP. No person is authorised by Gold Corporation to give any information or to make any representation not contained in this PIS. Any information or representation not contained in this PIS must not be relied upon as having been authorised by or on behalf of Gold Corporation. Nothing in this PIS is, or may be relied upon as, a representation as to the future performance of PMCP.
Jurisdiction and Selling Restrictions
This PIS is not an offer or invitation in relation to PMCP in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. The distribution of this PIS outside Australia may be restricted by the laws of places where it is distributed and therefore persons into whose possession this document comes should seek advice on and observe those restrictions. Failure to comply with relevant restrictions may violate those laws.
The PMCP product is entered into between the Investor and Gold Corporation on the terms set out in the Terms and Conditions (the “Terms”) which are contained in Part 8 of this PIS. It is important that you read the Terms in full as these set out your rights and obligations in relation to PMCP.
Precious metal markets are volatile. Investments in precious metals involve a high degree of risk and are not suitable for all persons. Losses may be incurred both as a result of price diminution and if any price gains do not exceed applicable management, handling, delivery and related fees. Gold Corporation has not offered or given and will not provide any investment advice in connection with this PIS or PMCP. If you are in any doubt as to the suitability of precious metals as an investment you should contact your legal and financial adviser before investing in PMCP.
1 ABOUT THE PERTH MINT
The Perth Mint Certificate Programme (PMCP) is operated by Gold Corporation, who is the successor organisation of the Perth branch of Britain’s Royal Mint, founded in 1899. Gold Corporation was established by the Gold Corporation Act 1987 on 30 June 1988 to take over the operations of the Mint. It is now wholly owned by the Government of Western Australia and trades under the name “The Perth Mint”.
Perth Mint’s Operations
The Perth Mint is an integrated precious metals refiner, fabricator and secure depository suppling precious metal related products and services, including:
Refining some 400t of gold per annum from the Australasian region;
Value added cast bars, minted bars and Australian legal tender bullion coins which promote the ownership of precious metals;
Precious metal depository products which offer precious metal storage services to domestic and international private clients, trusts, superannuation and pension funds, and corporations seeking secure storage under government guarantee;
Proof, numismatic and commemorative coins which are legal tender of Australia and other countries;
Storage and safekeeping of precious metals, and
Coin blanks and other precious metal products.
It also operates a tourist attraction based on the themes of gold, coins and their history, and offers assaying and other services to the gold industry.
Government Guarantee and Prudential Requirements
The Board of Directors is the governing body of The Perth Mint. The Gold Corporation Act 1987 empowers the Board to determine policies for the Mint and its subsidiaries, and requires the Board to:
develop and expand the Mint’s business for the benefit and to the greatest advantage of the people of Australia;
operate in accordance with prudent commercial principles; and
strive to earn a commercial rate of return on its capital.
The Board’s authority is limited by the provisions in the Gold Corporation Act 1987 and by Ministerial direction. The Board is committed to sound corporate governance principles, high standards of legislative compliance, and financial and ethical behaviour. The Board regards directorial and managerial conduct seriously and sees it as an integral part of sound governance practices. In accordance with that, the Board has established and committed itself to a Statement of Business Principles and a Corporate Governance Charter. The Board acknowledges its accountability to the Mint’s only shareholder, the Government of Western Australia. The Perth Mint’s Board of Directors includes a delegate of the Under Treasurer of the State of Western Australia.
The obligations and liabilities of the Mint, including all precious metal held by the Perth Mint Depository in Allocated, Pool Allocated and Unallocated storage accounts, is guaranteed by the Government of Western Australia under Section 22(1) of the Gold Corporation Act 1987. Western Australia is one of Australia’s wealthiest states, and enjoys a Moody’s AAA credit rating.
The Mint is bound by strict prudential management requirements and policies, and is required to comply with the Financial Management Act 2006. The Mint is subject to a rigorous internal audit programme conducted by a large independent firm of auditors, and to a detailed annual audit conducted by the Office of the Auditor General of the State of Western Australia to ensure compliance with the Gold Corporation Act 1987, the Financial Management Act 2006 and applicable accounting standards. The audits include a full verification of precious metal holdings.
The Perth Mint is not a bullion bank and does not provide project financing or bullion lending/derivative services to mining companies or other entities. It does not lend client’s metal to support short selling transactions or other derivative activities. All deposits are fully backed by precious metals holdings.
Under the Perth Mint Certificate Programme Agreement, the Mint has an obligation to ensure client precious metal is available for collection within a specific period from the date of receiving a client’s instructions.Under Section 74 of the Gold Corporation Act 1987 it is an offence for any employee of the Mint to divulge to any person, any information concerning the business affairs of a client of The Perth Mint.
2 THE PERTH MINT CERTIFICATE PROGRAMME
The Perth Mint Certificate Programme (PMCP) offers investors a unique range of precious metal storage facilities on internationally competitive terms.
The programme is sold through a network of independent Approved Dealers around the globe. Each Approved Dealer is one of a select few appointed by The Perth Mint Depository Services. Please refer to the Contact information in this PIS for a list of Approved Dealers.
The PMCP issues Certificates, detailing your metal holding, in your name and identified by a Certificate number. The PMCP is also the only Government Guaranteed certificate programme in the world, making it one of the safest ways to own precious metals. Its administration is not unnecessarily burdensome and complies with Australia’s Anti Money Laundering and Counter-Terrorism Financing legislation.
PMCP clients have legal title to precious metals stored in either an Allocated, Pool Allocated or Unallocated accounts. The PMCP facilities are especially suitable for private investors seeking confidentiality and flexibility and a safe haven for their precious metal assets in an uncertain world.
PMCP offers clients the following comprehensive services:
Precious metal storage on an Allocated, Pool Allocated or Unallocated basis. The availability of the storage type is at the sole discretion of the Mint.
Purchase and sale of precious metal holdings at internationally competitive prices. Two day settlement of sale proceeds.
Execution of standing and stop loss orders.
Arrangement of precious metal transport, insurance, and release from safe custody.
Provision of transaction or holding statements on request.
Conversion of Unallocated and Pool Allocated metal to Allocated Coins or Bullion upon payment of the current fabrication charges.
Account opening minimums apply to PMCP, which are detailed in a separate Fee and Product Information Schedule. The Schedule also details coins and bars available in PMCP and storage fee rates. Approved Dealers charge clients transaction Entry and Exit Fees directly and these will vary between Approved Dealers.
There are currently and generally no Australian taxes or duties on the import or export of The Perth Mint’s bullion bars or coins into or out of Australia. The Perth Mint’s bullion bars or coins also currently do not attract Australian Goods and Services Tax (equivalent terminology in other countries would be “sales tax” or “VAT”). Local sales tax may apply and your Approved Dealer can confirm if this is the case.
The Perth Mint is currently not required to apply any withholding taxes on capital gains made on precious metals held with it. However, clients are advised to consult their own taxation professional in regards to the taxation and jurisdictional implications and issues (if any) of investing in precious metals in the PMCP.
Account Opening Minimum: $10,000.00 USD
Certificate Fee: $50.00 (USD for International, AUD for Australia / New Zealand)
Transaction Fees: Please contact your selected Approved Dealer. (Currently GoldCore charge 1.5% on all Perth Mint Certificate sales transactions)
Transaction minimum for all buys and sells: $5k
3 RISKS OF INVESTING IN PMCP
Investing in PMCP involves a degree of risk. This section is a general summary of some of these risks.
This section does not purport to be a comprehensive summary of all of the risks associated with an investment in PMCP but describes the significant risks associated with an investment in a PMCP. Further, by its nature, this section cannot identify all of the relevant considerations that may be a risk for individual potential investors, and is not a substitute for independent advice.
PMCP is considered by The Perth Mint to be suitable only for investors who understand fully and accept all of the following risks involved in investing in this product. This PIS does not take into account a potential investor’s own financial needs, investment goals or financial circumstances. The Perth Mint recommends that you obtain independent financial advice before buying precious metals.
General Market Risks
The general economic and political climate, general movements in local and international stock markets, prevailing and future economic conditions, investor sentiment, interest rates, and other events and factors outside the control of The Perth Mint could all affect the value of your precious metal.
Market prices for precious metals can increase as well as decrease. The market value of your precious metals will be determined by market conditions, including:
(a) The volatility of the over-the-counter precious metal and foreign exchange markets; and
(b) The liquidity of the over-the-counter precious metal and foreign exchange markets.
Changing market conditions may cause a change in precious metal prices.
Precious Metal Price and Exchange Rate Risks
Precious metals are generally traded internationally in US dollars (USD). For investors in other countries the value of an investment in precious metals in their local currency will be affected by movements both in their local currency’s exchange rate with the US dollar and US dollar precious metal prices. Increases in local currency precious metal prices may arise from increases in the USD gold price and/or decreases in their local currency exchange rate.
The graphs below demonstrate potential exchange rate risks for non US investors in precious metals, using the Australian dollar as an example. They show The Perth Mint’s average daily AUD gold price and the London Fix morning USD gold price since 1975 and the AUD/USD exchange rate since 1992.
The period from mid-2003 through to mid-2005 is a good example of exchange rate risk. During that period the USD gold price rose while the AUD gold price was flat.
The graphs above do not take into account any fees associated with an investment in precious metals. They are historical trends only and are not necessarily indicative of the future performance. The value of investments can go up and down and past performance is not necessarily indicative of future performance.
World events such as terrorism, war, political and economic trends, can all have an impact on the market price of precious metal as well as local currency exchange rates and hence the market value of precious metal.
The US dollar gold price can fluctuate significantly in response to investor sentiment, industrial demand, mine supply, central bank policies, and other factors outside the control of The Perth Mint.
Local currency exchange rates are also volatile. They can fluctuate in response to changes in a country’s economic environment, political climate, stock market performance, interest rates, and other events and factors outside the control of The Perth Mint.
Investors interested in further information on the above data should visit the investment section of the Mint’s website at www.perthmint.com.au where the Mint’s extensive historical records of precious metal spot prices, exchange rates, London Fix prices and interest rates may be accessed free of charge.
Risk of Non-performance by The Perth Mint
The Perth Mint undertakes a number of obligations to PMCP clients in this PIS and PMCP agreement and it is possible that The Perth Mint may fail to execute its obligations. However, as the liabilities of The Perth Mint, including its obligations under the PMCP agreement, are guaranteed by the Government of Western Australia under the Gold Corporation Act 1987, any such failure by The Perth Mint means that clients ultimately have an exposure to the Government of Western Australia.
The State’s AAA credit rating as at the date of this PIS may change from time to time in response to changes in its economic performance. Any such change in the State’s credit rating may affect the perceived strength of Government Guarantee mentioned above.
Risk of Changes in PMCP Fees
PMCP fees will vary over the life of your investment because storage, insurance and other management costs will change. The Perth Mint may increase PMCP fees in subsequent periods if the costs associated with the operation of PMCP increase. The Perth Mint will give PMCP clients one month’s written notification of any change in PMCP fees.
4 OPENING A PMCP ACCOUNT
To enter the Perth Mint Certificate Programme, please contact an Approved Dealer for an application form and further instruction. Please refer to the contact section of this PIS for information on how to contact an Approved Dealer.
Upon receipt of the application form and required documentation from your Approved Dealer, and providing all the necessary information has been supplied, a PMCP account will be created for you.
Acceptable identification is required to ensure the confidentiality and security of client Accounts. Opening an account requires certified / notarised copies of the supporting documentation. An account can be opened in any one of the following entities:
As a guide, the following certified/notarised supporting documentation must be provided. Should you require clarification in regard to these requirements, please contact your Approved Dealer.
Passport and Driver’s Licence
Company Registration Documents and company resolution
Trust Documentation and supporting Trustee documentation
Constitution of the Association
Register maintained by the Co-operative
Advised upon request
A certified/notarised copy of a document is a copy that has been certified as a true copy of an original document by an authorised person. The Certifying person must include their full name, address and contact phone number, as well as the date of certification. Accounts can not be opened using documents that have not been properly certified. A client, or persons connected to the account, cannot certify their own documentation.
All copies of documents should be certified, including company document, by an independent authorized individual.
What should the Certifier do?
The certifier must write the following statement on the copy of the document:
This is a true copy of the original documents sighted by me’
Sign and print their name
Provide an address and a contact telephone number
State their profession or occupation
Write on the copy the date certified
Affix an official stamp or seal if applicable
In addition, if the certifying officer is a Justice of The Peace, the certifying officer must also list registration number and state/territory of registration.
Who can certify/notarise documents?
For clients residing within Australia, the following occupations are currently licensed or registered to certify documentation:
Certified Practicing Accountant
Justice of the Peace
Commissioner for Declarations
Commissioner for Affidavits
Australian Consular Officer or Australian Diplomatic Officer (within the meaning of the Consular Fees Act 1955.
For persons not residing in Australia, the certification/notarisation requirements may be different. Your Approved Dealer can provide guidance if required.
5 OPERATING PROCEDURES
The cost of purchasing precious metal is composed of:
Precious Metal Value: The precious metal value is calculated by: (total fine ounces purchased) x (sell metal price).
Fabrication Fee: If Allocated or Pool Allocated storage is chosen, a fabrication fee is payable on the applicable coin or bar product. Pool Allocated attracts a fabrication fee equivalent to 50% of the current applicable bar. Should a client choose to take physical delivery at any time, the balance will be payable, calculated on the current applicable bar premium at that time. Unallocated metal does not attract a fabrication fee. Where the fabrication premium is stated as a percentage, it is determined by the following formula: (precious metal value) x (fabrication percentage). Fabrication fees are not refundable.
Storage Fee: Refer to the Storage Options section for further information
Minimum Transaction: Please refer to the Fee and Product Information Schedule for further information
Clients can choose metal prices to be based on either (i) The Perth Mint’s internationally competitive spot prices; or (ii) the London Fix.
In the case of allocated and pool allocated metal sales back to PMCP, PMCP only pays for the precious metal value and does not refund fabrication or paid storage costs. The precious metal value for sales back is calculated by: (total fine ounces sold) x (buy metal price)).
Procedures for buying may vary between Approved Dealers. Please contact your selected Dealer for further instruction.
A Certificate will be issued upon completion of the transaction.
Procedures for selling may vary between Approved Dealers. Please contact your selected Dealer for further instruction.
Your Certificate must be signed and returned to your Approved Dealer.
Please refer to your Approved Dealer for information regarding minimum transaction amounts.
The PMCP is able to facilitate the delivery of your allocated precious metal to most destinations around the world, or you can arrange to collect the metal from the PMCP offices in Perth, Western Australia. The PMCP itself is not a freight company and as such, will source freight information and pricing from specialist freight companies. It is important to remember that in utilising these services, you are bound by the terms and conditions of these companies.
Logistically, the shipment of precious metal cargo is not as simple as the freight of other goods due to its high value and specialist insurance requirements. Factors such as time and pricing can only be determined with detailed information and The Perth Mint is unable to offer price estimates.
The Perth Mint Depository facility is a storage programme. Should you wish to purchase bullion bars or coins for immediate delivery, please contact our Bullion Sales division. All allocated and Pool Allocated bullion bars and coins purchased through Perth Mint Depository will attract storage fees on a quarterly basis.
If you would like to take delivery of your metal, please contact the PMCP office and provide the following information:
Delivery Address (deliveries can only be made to physical addresses, not PO box numbers)
Contact telephone number (Note: Deliveries should only be made directly to the client. If you would like to organise delivery to another facility or person, additional information is required)
Total ounces to be shipped.
Under the PMCP agreement, The Perth Mint is obliged to have client’s precious metals ready for shipment or collection within two days (for allocated) or ten days (for Unallocated or Pool Allocated). Please note that depending on the complexity of your freighting requirements, it may take long than the two or ten days for The Perth Mint (or yourself, if you are organising your own delivery) to obtain freight quotes and make arrangements for delivery. The PMCP team will make every effort to have your metal dispatched as quickly as possible however delays may be experienced due to flight schedules and other freighting delays outside The Perth Mint’s control and/or stock availability and production schedules if you are requesting non-standard coins or bars.
Due to the complexity inherent in the delivery process, clients must confirm their requests in writing or by email.
All outstanding invoices, including freight, storage and packing must be paid before the metal can be dispatched or collected.
Certificates must be signed and returned before metal can be dispatched or collected.
Clients organising their own delivery must make an appointment for collection.
AUDITING YOUR HOLDING
Allocated precious metal holders may inspect or collect their deposits at The Perth Mint subject to satisfactory personal identification and account verification. It is essential to make an appointment to view allocated metal.
Alternatively, a third party nominated by you will be permitted to audit your deposit on presentation of an acceptable instruction from you to the PMCP Depository Services Manager.
For Unallocated or Pool Allocated holders, the fact that there is no specific bar or coin recorded against individual clients and the metal backing their account is pooled, it is not possible for a client to audit these types of holdings. Pool Allocated and Unallocated investors rely on the Mint’s audited Annual Reports, which are signed off by the Auditor General of Western Australia that they comply with the Financial Management Act 2006 and the Gold Corporation Act 1987. The reports are available online at
In addition, Pool Allocated investors will be able to view bar listings online at http://www.perthmint.com.au/investment.aspx
Precious metals can be stored in the PMCP in the following ways:
Allocated – The Perth Mint acts as bailee, storing specific coins and/or bars in the Mint’s storage facilities. Clients pay the quoted precious metal value, fabrication fee and initial storage fee at the time of purchase. Ongoing storage fees are charged.
Pool Allocated – The Perth Mint acts as bailee storing physical precious metals that the Client shall own as an undivided interest as an owner in common along with other clients participating in the same pool of Pool Allocated. Such metal shall not available for the Mint to use. Customers pay the quoted silver value but storage fees are not applicable at the time of purchase. Storage fees are calculated on a bi-annual basis in arrears and are applied to accounts each July and January.
Unallocated – Clients own, as an owner in common with other Unallocated clients, an undivided interest in Gold Corporation’s pool of precious metal maintained in unsegregated storage on a fungible basis without specific identification of the Client’s Unallocated precious metal. The Perth Mint may use that metal in its operations, subject to the terms and conditions of PMCP. Clients pay only the quoted metal value at the time of purchase. No storage fees are payable on this option.
The availability of the three storage options for each precious metal is subject to change. Please see the Fee and Product Information Schedule for availability as well as Allocated and Pool Allocated storage fees.
Clients can convert between any one of the three storage methods at any time. In the case of Unallocated metal or Pool Allocated metal, clients wishing to take delivery must first request that their precious metal be converted to Allocated. In such cases fabrication costs are payable at the time of conversion and are based on precious metal market prices at the time of the conversion. Storage charges (which include the cost of insurance) operate as follows:
Storage fees to be charged quarterly in advance.
Storage fees will be invoiced 6 monthly in arrears on 30 June and 31 December.
Based on London fix price at the beginning of each quarter.
When a client buys metal, storage will be charged from the value date to end of the quarter using the London fix price at the beginning of the quarter.
When a client sells metal, storage will be refunded from the value date of the trade to end of the quarter using the London fix price at the beginning of the quarter.
When a client buys or sells at the end of a quarter for value into the next quarter, the price used will be the deal price not the London fix price.
Clients that collect metal within three months from the date of purchase will incur a three month storage charge.
If a client is withdrawing all funds from an account which has no metal left in it, then amounts due from as yet unbilled storage fees or overdue storage fees or deals will be deducted from any payments due to the client.
All storage fees are inclusive of 10% Goods and Services Tax.
The Fee and Product Information Schedule lists the various forms in which allocated metal can be purchased. All products listed meet the definition of precious metal in section 195-1 of the Good and Services Tax Act and currently does not attract a 10% Good and Services Tax.
Note that some products may be temporarily unavailable from time to time due to production scheduling constraints.
6 CONTACT AND OTHER INFORMATION
Perth Mint Certificates are only issued to investors via the international Approved Dealer network. Your Approved Dealer can advise you how to open a PMCP account and purchase a Perth Mint Certificate, as well as liquidation, transfer and lost certificate procedures.
A list of Approved Dealers can be found on the Perth Mint website:
Australian residents also have the option of contacting Perth Mint Depository Services on 08 9421 7250 or by email: firstname.lastname@example.org
Perth Mint Depository Services contact information is as follows:
Fax: +61 8 9221 7074
Office Hours: 8.00am to 5.00pm Perth local time (AWST)
Our office is closed on weekends and Australian public holidays.
Street Address: Perth Mint Depository Services
The Perth Mint
310 Hay Street
East Perth Western Australia 6004
Postal Address: Perth Mint Depository Services
GPO Box M924
Perth Western Australia 6843
7 PRIVACY STATEMENT
The Perth Mint will only collect personal information necessary for the products or services you request. The information obtained from you or other people during the course of managing the PMCP is required to manage your investment and comply with relevant laws.
This information may be used to send you details about The Perth Mint’s other precious metal and investment products. If at any time you are receiving information from us about our products and do not wish to do so, please let us know. The Perth Mint may also disclose information about you to third party service providers who assist Gold Corporation in its business operations and service provision.
Further information about The Perth Mint’s privacy practices can be found at www.perthmint.com.au.
8 PERTH MINT DEPOSITORY AGREEMENT
A. Gold Corporation, trading as The Perth Mint, provides Dealing Services and Storage Services to persons or entities wishing to buy or sell Precious Metals which are subsequently stored on a custodial basis.
B. The Client wishes to avail itself of this Dealing Service and Storage Service from time to time.
C. In utilizing the Dealing Services and Storage Services the Client may buy or sell Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal under the PMDP or the PMCP.
The parties agree
In consideration of, among other things, the mutual promises contained in this agreement:
1. Definitions and Interpretation
In this agreement unless otherwise required by the context or subject matter:
Allocated Precious Metal means Precious Metal stored with Gold Corporation in accordance with Clause 2.2;
Approved Dealer means, subject to Clause 19, an entity to which Gold Corporation has granted the authority to promote the PMCP and liaise with potential and existing PMCP Clients;
Business Day means a day on which banks are open for business in Perth, Western Australia and the United Kingdom and the United States of America, excluding a Saturday, Sunday or public holiday;
Buy Order means an order made under Clause 4;
Cash means immediately available funds;
Certificate means a non-negotiable warehouse receipt issued to PMCP Clients by Gold Corporation in accordance with the Product Information Document;
Client means any person or entity who has signed a PMDP or PMCP Application Form and has agreed to be bound by the terms and conditions of this agreement, which Gold Corporation has accepted and for whom Gold Corporation maintains a Holding Account;
Collect Order means an order made under Clause 6;
Dealing Services means the buying, selling, and collecting of Precious Metals and payment and receiving of Cash in accordance with this agreement;
Delivery means the act of delivery where custody of the physical Precious Metal passes from one party to the other;
Governmental Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or other entity;
Holding Account means Gold Corporation’s internal record of a Client’s Precious Metal transactions, Precious Metal balances and Cash balances with Gold Corporation under this agreement;
LBMA means the London Bullion Market Association;
Ounce means troy ounce, a measurement of weight equivalent to 31.10348 grams;
Payment Order means an order made under Clause 7;
PMCP means the Perth Mint Certificate Programme, where a Client transacts on a Holding Account through an Approved Dealer and receives Certificates evidencing the Client’s title to Precious Metal;
PMD Fee and Product Information Schedule means the list of available physical products and their fabrication prices, Gold Corporation’s banking details, and the amounts and/or rates of other fees and charges such as buy, sell, handling, storage, insurance and administration fees that apply to a Holding Account published from time to time by Gold Corporation in accordance with Clause 8.1(b);
PMDP means the Perth Mint Depository Programme, where a Client transacts on a Holding Account through Gold Corporation and receives Statements evidencing the Client’s title to Precious Metal;
Pool Allocated Precious Metal means Precious Metal stored with Gold Corporation in accordance with Clause 2.3;
Precious Metal means gold, silver and platinum;
Product Information Document means the document containing the procedures established and published by Gold Corporation from time to time which deal with the operational and administrative aspects of the Programme;
Programme means the PMDP or the PMCP offered by Gold Corporation subject to the terms of this agreement under which a Client maintains a Holding Account with Gold Corporation and receives Statements or Certificates evidencing the Client’s title to Precious Metal and Gold Corporation provides the following services:
a. buying Precious Metal for the purposes of storage as Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal at the Storage Facility;
b. storage of Precious Metal as Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal at the Storage Facility;
c. where requested by the Client (subject to the terms of this agreement), Delivering Precious Metal stored by Gold Corporation for the Client under this agreement to the Client; and/or
d. where requested by the Client (subject to the terms of this agreement), selling Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal stored by Gold Corporation for the Client at the Storage Facility.
Related Body Corporate is defined in section 50 of the Corporations Act.
Sell Order means an order made under Clause 5;
Settlement Value means the total Cash amount due from or payable to a Client in respect of a transaction including but not limited to the Cash amount of Precious Metals, fabrication fees, storage fees or other fees or charges;
Spot Ask Price means the per ounce Cash price for a Client to buy Precious Metal as determined by Gold Corporation with reference to international Precious Metal markets;
Spot Bid Price means the per ounce Cash price for a Client to sell Precious Metal as determined by Gold Corporation with reference to international Precious Metal markets;
Statement means a report of a Client’s PMDP Holding Account records;
Storage Facility means a safe storage facility insured, owned and operated by Gold Corporation or any alternative safe storage facility approved by Gold Corporation;
Storage Services means the provision by Gold Corporation of storage for Precious Metals manufactured by Gold Corporation or, at Gold Corporation’s sole discretion, Precious Metals from other manufacturers;
Unallocated Precious Metal means Precious Metal stored with Gold Corporation in accordance with Clause 2.4; and
Value Date means the date agreed between the Client and Gold Corporation by which the Client must pay Cash in settlement of Buy Orders or invoices for fees and charges or the date by which a Client must have Precious Metal in its Holding Account in settlement of Sell Orders.
In this agreement, headings and boldings are for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires:
a .words suggesting the singular include the plural and vice versa;
b. words suggesting a gender include any gender;
c. other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
d. an expression suggesting a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency;
e. a reference to anything (including, but not limited to, any right) includes a part of that thing;
f. a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this agreement and a reference to this agreement includes any annexure, exhibit and schedule;
g. a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;
h. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
i. a reference to a party to a document includes that party’s successors and permitted assigns;
j. no provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision;
k. a covenant or agreement on the part of two or more persons binds them jointly and severally;
l. a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;
m. transactions under this agreement will be transacted in the lawful currency of Australia or the United States of America or of any other country in which Gold Corporation may elect to transact Dealing Services as determined by Gold Corporation;
n. a reference to an asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits; and
o. a reference to a document includes any agreement in writing and any certificate, notice, instrument or other document of any kind.
1.3 Business Day
Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.
2. Storage Services
2.1 General Terms
Under the Programme:
a. Precious Metal may be stored by Gold Corporation for the Client as Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal;
b. the Client shall retain title to the Client’s Precious Metal at all times;
c. Allocated Precious Metal, Pool Allocated Precious Metal and Unallocated Precious Metal, shall be recorded in the Client’s Holding Account maintained by Gold Corporation;
d. under the PMCP, a Certificate will be issued by Gold Corporation evidencing the purchase by a Client of Precious Metal;
e. under the PMDP, a trade confirmation will be issued by Gold Corporation evidencing the purchase by a Client of Precious Metal;
f. upon purchase of any Precious Metal by a Client and up to the sale of any Precious metal by a Client, Gold Corporation shall:
1. keep the Precious Metal properly and safely stored, and insured to its full value;
2. maintain proper records relating to the Client’s Precious Metal;
3. in the case of Allocated Precious Metal, take custody of the Precious Metal and retain the Precious Metal as bailee and store the Precious Metal in a manner clearly indicating that the Precious Metal is the property of the Client;
4. in the case of Pool Allocated Precious Metal, take custody of the Precious Metal and retain the Precious Metal as bailee and store the Precious Metal in a manner clearly indicating that the Precious Metal is the common property of the Client and other specified clients of Gold Corporation; and
5. in the case of Unallocated Precious Metal, store the metal in an unallocated and unsegregated pool and such Unallocated Precious Metal may be used by Gold Corporation solely to fund the Precious Metal needs of Gold Corporations’ operations.
2.2 Allocated Precious Metal
Allocated Precious Metal shall be stored by Gold Corporation as bailee on the following terms:
a. Allocated Precious Metal will be identified by specific bar reference numbers or, in the case of unnumbered bars or coins, specific descriptions of the Allocated Precious Metal;
b. Allocated Precious Metal shall not be used by Gold Corporation in any manner at any time while the Allocated Precious Metal is stored by Gold Corporation for the Client;
c. Allocated Precious Metal shall be physically segregated and separated from other Clients’ and Gold Corporation’s Precious Metal in the Storage Facility and all bar reference numbers or (in the case of unnumbered bars and coins) specific descriptions will be recorded to identify the Client’s Allocated Precious Metal; and
d. A storage fee shall be payable by the Client for Allocated Precious Metal in accordance with Clause 8.
2.3 Pool Allocated Precious Metal
Pool Allocated Precious Metal shall be stored by Gold Corporation as bailee on the following terms:
a. the Client shall own, as an owner in common with other specified clients participating in the same pool of Pool Allocated Precious Metal, an undivided interest in an identified pool of Precious Metal;
b. Pool Allocated Precious Metal shall not be used by Gold Corporation in any manner at any time during the period of storage;
c. Pool Allocated Precious Metal shall be physically segregated and separated from other Clients’ (other than clients participating in the same pool of Pool Allocated Precious Metal) and Gold Corporation’s Precious Metal in the Storage Facility and all bar reference numbers will be recorded to identify each pool of Pool Allocated Precious Metal; and
d. A storage fee shall be payable by the Client for Pool Allocated Precious Metal storage in accordance with Clause 8.
2.4 Unallocated Precious Metal
Unallocated Precious Metal shall be stored by Gold Corporation on the following terms:
a. the Client shall own, as an owner in common with other Unallocated Precious Metal Clients, an undivided interest in Gold Corporation’s pool of Precious Metal maintained in unsegregated storage on a fungible basis without specific identification of the Client’s Unallocated Precious Metal;
b. Gold Corporation may use all or part of the Client’s Unallocated Precious Metal solely to fund the Precious Metal needs of Gold Corporations’ operations. Gold Corporation shall not short sell Client Unallocated Precious Metal nor lend Client Unallocated Precious Metal to third parties where control is not exercised by Gold Corporation;
c. the Client shall not be entitled to payment of any benefit arising from Gold Corporation’s use of the Client’s Unallocated Precious Metal; and
d. any use of the Client’s Unallocated Precious Metal by Gold Corporation shall be without prejudice to the Client’s right subject to this agreement at any time to instruct Gold Corporation to sell or take Delivery of the Unallocated Precious Metal in a physical form in accordance with this agreement.
2.5 Change in Type of Precious Metal
a. The Client may switch between Unallocated Precious Metal, Allocated Precious Metal or Pool Allocated Precious Metal (“Switch”) at any time by written instruction to Gold Corporation, subject to availability of the nominated Precious Metal.
b. Precious Metal to be Switched shall be sold by Gold Corporation on behalf of the Client in accordance with this agreement and Precious Metal will be purchased by Gold Corporation on behalf of the Client in accordance with this agreement to effect the Switch.
At all times while Precious Metal is physically stored in the Storage Facility Gold Corporation shall ensure that a Client’s Precious Metal is stored at Gold Corporation’s risk and insured against damage or loss for its full value.
2.7 Assignment Prohibited
a. The Client’s Precious Metal shall not be pledged, encumbered or assigned by the Client without the prior written consent of Gold Corporation.
b. The Client shall keep the Precious Metal held in storage by Gold Corporation free from any liens, encumbrances, charges or claims of third parties, other than any encumbrance or claim created by or pursuant to this agreement, unless otherwise agreed by the parties.
2.8 Gold Corporation Duty of Care
At all times Gold Corporation undertakes to exercise due care and diligence of a good manager in keeping safe the Client’s Precious Metal lodged in the Storage Facility.
2.9 Government Guarantee
a. Section 22(1) of the Gold Corporation Act 1987 provides as follows:
“The payment of —
(a) the cash equivalent of gold due, payable and deliverable by Gold Corporation, the Mint or GoldCorp under this Act; and
(b) all moneys due and payable by Gold Corporation in respect of the exercise of the power to buy, borrow or otherwise acquire and to sell, lend or otherwise dispose of, deal in and hold Australian and foreign currency,
is guaranteed by the Treasurer, in the name and on behalf of the Crown in right of the State.”
b. Under Section 3(2) of the Gold Corporation Act 1987:
“A reference in this Act to gold shall be construed as including a reference to silver, other precious metals, precious stones and other minerals.”
2.10 Duration of Storage
Gold Corporation may terminate this agreement at any time upon 30 days notice to the Client.
If this agreement is terminated under clause 2.10(a) or for any other reason, the Client must by the date of termination sell or take Delivery of all Precious Metal held by Gold Corporation under this agreement.
2.11 Limit on Liability
If any Precious Metal delivered by Gold Corporation to or from the Client’s Holding Account in accordance with the Client’s Buy Order, Sell Order or Collect Order does not agree with the written Gold Corporation confirmation of the Client’s transaction, whether contained in any Statement or Certificate, the Client’s sole remedy and that of others claiming with or through the Client, is that Gold Corporation shall replace or withdraw or deliver the Precious Metal at its expense as required to correct the transaction.
2.12 Consequential loss or damage
Notwithstanding any provision to the contrary in this agreement, none of Gold Corporation or any of its Related Bodies Corporate (Gold Corporation Group) shall be liable to the Client and the Client waives and releases any claim against any member of the Gold Corporation Group for consequential loss or damage (including but not limited to loss of revenue or profit, (actual or anticipated), loss of use of capital, delay costs) suffered by the Client or any of its Related Bodies Corporate, however and whenever arising and whether arising under or out of this agreement.
2.13 Maximum Liability
Notwithstanding any provision to the contrary in this agreement, none of the Gold Corporation Group shall be liable to the Client and the Client waives and releases any claim against any member of the Gold Corporation Group for any liability in excess of the value of the Precious Metal recorded in the Client’s Holding Account at the relevant time, such value to be determined by using the London Bullion Market Association “London a.m. fix” on the relevant Business Day.
3. Transaction Terms
a. Gold Corporation reserves to right to reject any application for a Holding Account without having to give reasons.
b. The Client warrants that all identification material provided to Gold Corporation for the purposes of verifying the Client’s identity is valid and correct.
c. Clients applying for a PMCP Holding Account through an Approved Dealer will be deemed by Gold Corporation to have authorised that Approved Dealer to act as their agent and to provide instructions to Gold Corporation on behalf of the Client according to the terms of Clause 19(a).
3.2 Client Instructions
a. Gold Corporation shall endeavor to execute Client Buy Orders, Sell Orders, Collect Orders or Payment Orders on behalf of the Client in accordance with reasonable instructions pursuant to the terms of this agreement and the Product Information Document.
b. Gold Corporation is under no obligation to execute Buy Orders or Sell Orders from the Client for any Precious Metal and Gold Corporation does not guarantee the existence of a market or a buyer or seller for the Client’s Precious Metal.
c. Gold Corporation reserves the right to refuse to execute any Buy Order, Sell Order, Collect Order or Payment Order for the Client if the Client’s oral or written instructions are, in the opinion of Gold Corporation, unclear or impractical, or do not comply with Product Information Document or this agreement or Gold Corporation is unable to reasonably comply with the instructions.
d. Gold Corporation reserves the right not to comply with oral or written instructions of any person purporting to act on behalf of the Client, including an Approved Dealer.
e. Clients with PMCP Holding Accounts may change the Approved Dealer they have authorised to act as their agent at any time by specific written instruction to Gold Corporation.
f. All Client instructions must comply with Product Information Document.
3.3 Confirmation of Client Instructions
a. Buy Orders, Sell Orders, Collect Orders or Payment Orders shall be confirmed by facsimile or email with the Client on the day of the instruction or the following Business Day.
b. If the Client believes that any confirmation inaccurately describes a transaction, the Client shall immediately notify Gold Corporation within two Business Days after the date of the confirmation otherwise the confirmation shall be deemed to be correct.
3.4 Statements and Certificates
a. For PMDP Holding Accounts the Client may request at any time a Statement and Gold Corporation shall furnish such Statement by facsimile or email no later than two Business Days from receipt of any such request.
b. Statements shall be deemed correct unless the Client notifies Gold Corporation in writing no later than ten Business Days after receipt of the Statement.
c. Upon settlement of PMCP Buy Orders Gold Corporation will send to the Client’s Approved Dealer, a Certificate confirming the quantity and type of Precious Metal purchased.
d. Upon settlement of PMCP Sell Orders against part of a Certificate, Gold Corporation will send to the Client’s Approved Dealer, a new Certificate confirming the quantity and type of Precious Metal remaining.
e. Certificates shall be considered correct unless the Client or the Client’s Approved Dealer notifies Gold Corporation in writing no later than ten Business Days after receipt of the Certificate.
3.5 Precious Metal Pricing
The Client acknowledges and agrees that:
a. the prices at which Gold Corporation buys and sells Precious Metal are based on international Precious Metal market prices;
b. Gold Corporation reserves the right to sell to and buy from the Client on its own behalf;
c. while Gold Corporation buys and sells Precious Metals for its own account and for the accounts of its Clients, it is not a Precious Metals exchange nor is it a market maker; and
d. Gold Corporation reserves the right to use the services of international bullion dealers when buying or selling or otherwise dealing in Precious Metals on behalf of the Client or on its own account.
3.6 Other Dealing
Any other dealing in Precious Metal by Gold Corporation for the Client shall be carried out only on written instruction from the Client and in accordance with Product Information Document.
3.7 Revision of Product Information Document
Gold Corporation may from time to time revise the minimum Buy Order and Sell Order requirements, or other procedures specified in the Product Information Document and fees and charges specified in the PMD Fee and Product Information Schedule in accordance with Clause 12. All Buy Orders, Sell Orders, Collect Orders and Payment Orders are subject to the Product Information Document and PMD Fee and Product Information Schedule in force at the time of execution of a Client’s instructions.
3.8 Use of Password
a. If a Client notified Gold Corporation of a password to be used by the Client in all communications with Gold Corporation when entering into this agreement, Gold Corporation shall act only on an instruction in which there is a valid password quoted. The Client may change the password at any time by notifying Gold Corporation by original signed letter.
b. It is the Client’s sole responsibility to ensure the confidentiality of the Client’s password and Gold Corporation bears no responsibility for misuse or misappropriation of the Client’s password, except in the case of fraud on the part of Gold Corporation.
c. The Client, on behalf of itself and its heirs, executors, administrators and assigns, agrees to indemnify Gold Corporation from any and all claims, liability, loss or damage, howsoever arising, by reason of the misuse or misappropriation of the Client’s password, except in the case of fraud on the part of Gold Corporation.
4. Precious Metal Purchase
4.1 Buy Orders
a. The Client may at any time request Gold Corporation to sell Precious Metal to the Client for credit to the Client’s Holding Account according to the procedures in the Product Information Document.
b. Provided sufficient Cash is available in the Client’s Holding Account in accordance with Product Information Document procedures, Gold Corporation shall execute the Buy Order on the Business Day requested by the Client, provided the Buy Order is received by the time designated in the Product Information Document otherwise the Buy Order will be executed by the end of the following Business Day where possible. If Gold Corporation is unable to execute a Buy Order within such time periods, it shall seek further instructions from the Client.
c. The Client may not purchase Precious Metal for immediate Delivery under this agreement.
4.2 Buy Order Settlement
a. Buy Orders shall be deemed settled and title to Precious Metal will pass to the Client on the date the Settlement Value of the Buy Order has been paid in full or the Value Date, whichever is the later, in accordance with international bullion market settlement terms and the Product Information Document.
b. Buy Order Settlement Values due by the Client on a Value Date shall not be offset against Sell Order Settlement Values due to the Client on other Value Dates under any circumstances.
c. At the point in time a Buy Order is deemed settled in terms of 4.2(a) above for Allocated Precious Metal the quantity of Precious Metal ounces acquired will be physically placed and stored with the Client’s other Precious Metal (if any) in the Storage Facility.
d. At the point in time a Buy Order is deemed settled in terms of 4.2(a) above for Pool Allocated Precious Metal, Gold Corporation will ensure that the total ounces of the co-mingled allocated pool of Precious Metal is equal to or greater than the total ounces of Pool Allocated Precious Metal stored on behalf of all PMD Pool Allocated Precious Metal Clients.
e. At the point in time a Buy Order is deemed settled in terms of 4.2(a) above for Unallocated Precious Metal, Gold Corporation will ensure that the total ounces of Gold Corporation’s pool of Precious Metal is equal to or greater than the total ounces of Unallocated Precious Metal owed to all Unallocated Precious Metal Clients.
4.3 Settlement Failure
If the Client fails to settle a Buy Order by not making full cleared Cash payment of the Settlement Value under Clause 4.2(a) by the Value Date Gold Corporation may, at its sole discretion, sell the purchased Precious Metal and the Client irrevocably authorises Gold Corporation to sell the purchased Precious Metal and agrees to reimburse Gold Corporation immediately on demand for all costs, losses, penalties, interest or liabilities incurred by Gold Corporation due to the Client’s failure to pay. Gold Corporation may deduct, at its sole discretion, any amount so owing from Cash held by Gold Corporation on behalf of the Client.
4.4 Client Warranty
The Client represents and warrants to Gold Corporation that the Client is the beneficial owner of, and has unencumbered title to, any Allocated Precious Metal, Pool Allocated Precious Metal or Unallocated Precious Metal purchased from and stored by Gold Corporation.
4.5 Gold Corporation Warranty
Gold Corporation represents and warrants to the Client that any Allocated Precious Metal sold by Gold Corporation to the Client or any co-mingled allocated pool of Precious Metal backing Client Pool Allocated Metal is of its stamped weight and purity and that Gold Corporation is the beneficial owner of, and has unencumbered title to the Precious Metal immediately preceding the sale by Gold Corporation to the Client.
5. Precious Metal Sale
5.1 Sell Orders
a. The Client may at any time request Gold Corporation to purchase from the Client Precious Metal held in the Client’s Holding Account according to the procedures in the Product Information Document. Gold Corporation does not purchase Precious Metal held by the Client outside their Holding Account.
b. Provided sufficient Precious Metal is available in the Client’s Holding Account in accordance with Product Information Document procedures, Gold Corporation shall execute the Sell Order on the Business Day requested by the Client, provided the Sell Order is received by the time designated in the Product Information Document otherwise the Buy Order will be executed by the end of the following Business Day where possible. If Gold Corporation is unable to execute a Sell Order within such time periods, it shall seek further instructions from the Client.
5.2 Sell Order Settlement
a. PMDP Sell Orders shall be deemed settled and title to Cash will pass to the Client on the Value Date when Gold Corporation will credit the Settlement Value to the Client’s Holding Account in accordance with international bullion market settlement terms and the Product Information Document.
b. PMCP Sell Orders shall be deemed settled and title to Cash will pass to the Client on the date a validly completed and signed Certificate has been received by Gold Corporation or the Value Date, whichever is the later, when Gold Corporation will credit the Settlement Value to the Client’s Holding Account in accordance with international bullion market settlement terms and the Product Information Document.
c. Sell Order Settlement Values due to the Client on a Value Date shall not be offset against Buy Order Settlement Values due by the Client on other Value Dates under any circumstances.
d. Any Cash credited to the Client’s Holding Account shall be net of any taxes, duties or other charges which Gold Corporation may at any time be required by law to withhold.
e. At the point in time a Sell Order is deemed settled in terms of 5.2(a) or 5.2(b) above for Allocated Precious Metal the quantity of Precious Metal ounces sold will be physically removed from the Client’s other Precious Metal (if any) from the segregated Allocated Precious Metal area of the Storage facility and title will pass to Gold Corporation.
f. At the point in time a Sell Order is deemed settled in terms of 5.2(a) or 5.2(b) above for Pool Allocated Precious Metal Gold Corporation will ensure that the total ounces of the co-mingled allocated pool of Precious Metal is equal to or greater than the total ounces of Pool Allocated Precious Metal stored on behalf of all Pool Allocated Precious Metal Clients.
g. At the point in time a Sell Order is deemed settled in terms of 5.2(a) or 5.2(b) above for Unallocated Precious Metal Gold Corporation will ensure that the total ounces of the pool of Precious Metal is equal to or greater than the total ounces of Unallocated Precious Metal owed to all Unallocated Precious Metal Clients.
6. Precious Metal Collection
6.1 Collect Orders
a. The Client may at any time request Gold Corporation to make available all or part of the Client’s Precious Metal for collection by, or Delivery to, the Client.
b. A Client’s Collect Order shall be deemed valid only if:
1. there is sufficient Precious Metal in the Client’s Holding Account to cover the Collect Order; and
2. in the case of PMCP Clients, a validly completed and signed Certificate has been received by Gold Corporation or
3. in the case of PMDP Clients, the Client’s password has been verified.
c. Gold Corporation shall not be liable or responsible for Delivery delays due to causes beyond its control, including, but not limited to, causes described in Clause 14.
d. Unallocated Precious Metal and Pool Allocated Precious Metal shall always be collectible in the form of London good delivery bars produced by a company on the good delivery list of acceptable refiners of the London Bullion Market Association. Unallocated Precious Metal and Pool Allocated Precious Metal may also be collectible in the form of Precious Metal products manufactured by Gold Corporation, subject to availability and at Gold Corporation’s sole discretion.
6.2 Collection Timeframes
a. Gold Corporation will endeavor to execute a Client’s Collect Order and have physical Precious Metal available from Gold Corporation for collection by, or shipment to, a Client on the Business Day requested by the Client but shall not be required to execute Collect Orders any earlier than:
1. in the case of Allocated Precious Metal, two Business Days from the date of receiving a valid Collect Order as per Clause 6.1(b); or
2. in the case of Pool Allocated Precious Metal, ten Business Days from the date of receiving a valid Collect Order as per Clause 6.1(b); or
3. in the case of Unallocated Precious Metal, ten Business Days from the date of receiving a valid Collect Order as per Clause 6.1(b).
b. Client’s requesting Gold Corporation to arrange shipment for them acknowledge that Gold Corporation’s only obligation is to have physical Precious Metal available from Gold Corporation for shipment by the number days defined in Clause 6.2(a) at a maximum. Gold Corporation will not be responsible for any subsequent delays in the date the shipment leaves Gold Corporation due to causes beyond its control, including, but not limited to, shipment provider delays in responding to Gold Corporation’s inquiries on behalf of the Client to arrange shipment or shipment provider delays in collecting Precious Metal from Gold Corporation.
c. Client’s collecting or arranging their own shipment of Precious Metals acknowledge that Gold Corporation reserves to right to charge storage fees on Precious Metal not collected on the Business Day as agreed between Gold Corporation and the Client.
6.3 Collect Order Settlement
a. Collect Order shall not be settled until the client has arranged full payment of any Settlement Value due including, but not limited to, shipping, insurance, handling, fabrication, or outstanding storage fees.
b. Collect Orders shall be deemed settled and Gold Corporation’s risk in respect of the Client’s Precious Metal shall cease when Gold Corporation or its agent delivers the Precious Metal to the Client or its agent and the Client or its agent signs a delivery receipt for the Precious Metal.
c. At the point in time a Collect Order is deemed settled in terms of 6.3(b) above for Allocated Precious Metal the quantity of Precious Metal ounces collected will be physically removed from the Client’s other Precious Metal (if any) from the segregated Allocated Precious Metal area of the Storage facility.
d. At the point in time a Collect Order is deemed settled in terms of 6.3(b) above for Pool Allocated Precious Metal Gold Corporation will ensure that the total ounces of the co-mingled allocated pool of Precious Metal is equal to or greater than the total ounces of Pool Allocated Precious Metal stored on behalf of all Pool Allocated Precious Metal Clients.
e. At the point in time a Collect Order is deemed settled in terms of 6.3(b) above for Unallocated Precious Metal Gold Corporation will ensure that the total ounces of Gold Corporation’s pool of Precious Metal is equal to or greater than the total ounces of Unallocated Precious Metal owed to all Unallocated Precious Metal Clients.
7. Payment Orders
a. The Client may at any time request Gold Corporation to withdraw an amount of Cash from the Client’s Holding Account and deposit it to:
1. in the case of PMDP Clients, a bank account specified in writing by the Client; or
2. in the case of PMCP Clients, a bank account of an Approved Dealer specified in writing by the Client.
b. Provided sufficient Cash is available in the Client’s Holding Account in accordance with Product Information Document procedures, Gold Corporation shall execute the Payment Order on the Business Day requested by the Client, provided the Payment Order is received by the time designated in the Product Information Document otherwise the Payment Order will be executed by the end of the following Business Day where possible. If Gold Corporation is unable to execute a Payment Order within such time periods, it shall seek further instructions from the Client.
c. Under Clause 8.3(b), any money owed by the Client may be deducted from a Payment Order and such deduction is hereby irrevocably authorised by the Client.
d. PMDP Payment Orders shall be deemed settled and Gold Corporation’s risk in respect of the Client’s Cash shall cease when Gold Corporation’s bank transfers the Cash to the Client’s bank.
e. Gold Corporation shall not be liable or responsible for delays in receipt of Cash into the PMDP Client’s bank account due to delays by the Client’s bank and any associated correspondent banks.
f. PMCP Payment Orders shall be deemed settled and Gold Corporation’s risk in respect of the Client’s Cash shall cease when Gold Corporation’s bank transfers the Cash to the bank of the Client’s Approved Dealer.
g. Gold Corporation shall not be liable or responsible for delays in receipt of Cash into the Approved Dealer’s bank account due to delays by the Approved Dealer’s bank and any associated correspondent banks.
8. Fees and Charges
8.1 Schedule of Fees
a. The PMD Fee and Product Information Schedule will be published by Gold Corporation from time to time on its website.
b. Gold Corporation reserves the right to change the fees applicable to the Programme stated in the PMD Fee and Product Information Schedule without notice by replacing the PMD Fee and Product Information Schedule on its website. Continued participation by the Client in the Programme shall constitute acceptance of each revised PMD Fee and Product Information Schedule.
c. Any costs incurred in respect of special arrangements requested by the Client and agreed by Gold Corporation for the Delivery or storage or trading of Precious Metal shall be paid by the Client.
8.2 Storage Fees
a. For each Precious Metal, storage fees will be calculated by multiplying
1. the percentage storage rate that applies from time to time to a Client’s Holding Account for that Precious Metal expressed as a fraction of one hundred by:
2. the total ounces of all that Client’s Precious Metal to which storage fees apply by:
3. the Spot Ask Price for that Precious Metal by:
4. the number of days for the period the storage fees are being charged: and
5. dividing by three hundred and sixty five.
b. The frequency of calculating the storage fee, duration of the period for which the storage fees are being charged and the Value Date on which the storage fees are payable shall be detailed in the Product Information Document.
c. Storage fees are not refundable in any circumstances.
9. Client Warranty
The Client represents and warrants to Gold Corporation that:
a. all representations made by the Client to Gold Corporation pursuant to this agreement are true and correct; and
b. the Client has complied with all applicable laws and will comply with all applicable laws in its dealings with Gold Corporation under this agreement.
The Client acknowledges and agrees that:
a. Gold Corporation has not offered or given and will not provide any investment advice in connection with Precious Metals and has not offered or given any opinion with respect to the suitability of any Precious Metal transaction made or which might be made by the Client;
b. Precious Metal markets are volatile. Investments in Precious Metals involve a degree of risk and are not suitable for all persons. Losses may be incurred both as a result of Precious Metal price diminution and if price gains do not exceed applicable storage, handling, delivery and related fees; and
c. The Client has read and understands the terms of this agreement and the Product Information Document and acknowledges that all risk of decline in the value of their Precious Metals is the Client’s risk and not that of Gold Corporation. If the Client is in any doubt as to the suitability of Precious Metals as an investment, the Client is advised to contact a legal or financial adviser before commencing trading.
The dealings of the Client on the Client’s Holding Account under this agreement shall remain confidential between the parties subject to any applicable laws, statutes or regulations and the obligations of each party.
Gold Corporation reserves the right to change the terms and conditions of this agreement and the Product Information Document upon 30 days prior letter or email notice to the Client. Continued use of Gold Corporation’s services by the Client after receipt of such notice shall constitute acceptance of the new terms and conditions.
a. Gold Corporation may terminate this agreement at any time upon 30 days written notice.
b. Upon termination the Client shall arrange, unless otherwise agreed to by the parties, the liquidation or accept Delivery of the Client’s Precious Metal at the Client’s expense and return to Gold Corporation any current Certificates the Client has in their possession.
If the Client fails to pay any sum owed to Gold Corporation by the due date for payment, Gold Corporation may at its sole discretion:
a. liquidate Precious Metal owned by the Client and in which the Client has title to in their Holding Account in an amount sufficient to pay any amount owed by the Client, in which case the Client hereby irrevocably appoints Gold Corporation as its attorney with full power to sell or otherwise deal with Precious Metal in the Holding Account for that purpose; and/or
b. offset the amount owed against any Settlement Value due to be paid by Gold Corporation to the Client.
14. Force Majeure
Under this agreement, Force Majeure means any act, event or cause that is beyond the reasonable control of Gold Corporation, including but not limited to: an act of God, act of any Governmental Agency, accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, earthquake, landslide, storm or other severe weather conditions, explosion, power shortage, strikes, lock-outs or other industrial disturbance (whether or not involving employees of the party concerned), uncontrollable delays in transportation, inability to obtain any necessary equipment, facilities or qualified employees, epidemic, quarantine, radiation or radioactive contamination or the effect of any applicable law, orders, rules or regulations.
If Gold Corporation is unable, wholly or in part, to perform any of its obligations under this agreement as a result of Force Majeure, then:
a. Gold Corporation shall give to the Client prompt notice of the Force Majeure and, insofar as known to it, the probable extent to which it shall be unable to perform, or be delayed in performing its obligations;
b. these obligations shall be suspended, but only so far and for so long as Gold Corporation is affected by the Force Majeure; and
c. Gold Corporation shall resume performance of its obligations under this agreement as soon as it is no longer affected by the Force Majeure.
15. Severability and Jurisdiction
a. If any provision of this agreement becomes invalid by law, regulation or proceeding, all other provisions remain in full force and effect.
b. This agreement constitutes the entire agreement between the parties with respect to the transaction contemplated in this agreement and supersedes and extinguishes all prior oral agreements and understandings between Gold Corporation and the Client with respect to the transaction.
c. This agreement may only be varied by an instrument in writing executed by the parties.
d. This agreement is governed by the laws of the State of Western Australia and applicable laws of the Commonwealth of Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State and courts which hear appeals those courts.
e. In the event of conflicting claims to Precious Metal in a Client’s Holding Account, Gold Corporation shall not be required to determine the controversy or to take any action regarding it, but may instead file an action in interpleader in a court of appropriate jurisdiction, which shall include the Unites States Federal District Court for the Central District of California. Gold Corporation is authorised to deposit with the clerk of the court the Precious Metal in dispute. Upon initiating such action, Gold Corporation shall be fully released and discharged of and from all liabilities under this agreement, except such liabilities as may be occasioned by Gold Corporation’s bad faith or wilful misconduct.
Neither party may assign, transfer or charge its interest in this agreement without the prior written consent of the other party.
The Client agrees to reimburse Gold Corporation on demand for any expenses and legal fees that may be incurred by Gold Corporation in the enforcement of this agreement.
a. Any notice (other than any notice pursuant to changes in the Product Information Document) required under this agreement shall be deemed to have been given if sent by letter or email to the destinations recorded in the Client’s Holding Account and shall be deemed to have been received on the date of transmission.
b. The Client must provide current email and postal addresses to Gold Corporation and notify Gold Corporation immediately upon any change of the Client’s email or postal address.
19. Authority and reliance
If the Client authorises an Approved Dealer under Clause 3.1(c) or 3.2(e), the Client:
a. represents and warrants that the Client has satisfied itself as to the reliability, efficacy and honesty of the Approved Dealer;
b. irrevocably authorises and instructs Gold Corporation to rely on all directions and instructions provided by such Approved Dealer as directions authorised by and given on behalf of the Client unless Gold Corporation is notified in writing under Clause 3.2(e) by the Client specifically stating that such authority has been withdrawn; and
c. indemnifies Gold Corporation and its Related Bodies Corporate and their respective officers and employees against all claims and liability however and whenever arising out of the reliance of Gold Corporation on a direction or instruction from the Client’s Approved Dealer and any action taken by Gold Corporation in so relying on the direction or instruction.
20. Lost Certificates
a. If a Certificate is lost or destroyed, the Client must notify Gold Corporation immediately on becoming aware of the loss or destruction by sending Gold Corporation a duly executed lost certificate form in the format required under the Product Information Document.
b. Upon receipt of a correctly executed lost certificate form, Gold Corporation will cancel the lost Certificate and issue a replacement Certificate in the name of the Client in accordance with Product Information Document procedures.
The Client acknowledges and agrees:
a. to pay, indemnify and save harmless Gold Corporation from and against any tax or other levy, including any goods or services tax, imposed by any Governmental Agency, now or in the future, in respect of ownership, transfer, liquidation or Delivery of the Client’s Precious Metal or any services provided by Gold Corporation to the Client; and
b. that this agreement does not constitute an invitation to buy or the solicitation of an offer to sell services or products to any person or entity in any state, country or jurisdiction where such an offer or solicitation is unlawful.
22. Waivers and Remedies Cumulative
a. No failure to exercise and no delay in exercising any right power or remedy under this agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
b. The rights, powers and remedies provided to Gold Corporation under this agreement are cumulative and are not exclusive of any rights, powers or remedies provided by law.