|
As a user of this online trading system, you agree to the following Terms of Service
of use:
Bullion Direct Terms of Service
revision v1.2
Please read the Bullion Direct Terms of Service.
In this Agreement, "the customer" refers to the individuals, corporations or parties who are the account
holders, have an interest in the account(s) and sign this Agreement.
1. Parties. This Agreement is entered into between BullionDirect, Inc®. ("Bullion Direct") and
Customer(s) ("Customer") signing below.
2. Purpose of Agreement. This Agreement provides for the establishment of an account for Customer
with Bullion Direct® for the purchase, sale, and storage of commodities and shall apply to all such
transactions between Customer and Bullion Direct®.
3. Acknowledgment of Risk. Because of the unpredictable nature of the commodities markets, the
purchase and sale of commodities involve a high degree of risk and are not suitable for all persons.
Customer represents that he has read and understands this Agreement and represents that he is aware
of the nature and extent of his rights and the risks involved under this Agreement. Customer further
acknowledges his understanding that transactions subject to this Agreement are cash trades with
Bullion Direct® and that such trades are not subject to regulation by the Commodity Futures Trading
Commission or the National Futures Association.
4. Establishment of Account.
a. Upon execution of this Agreement by the parties above, an account will be established by Bullion Direct®
in the name of the Customer. Customer may deposit good funds to be held on account by Bullion Direct® and
Customer may also request that any cash balances be refunded to him or her. Customer may also deliver
commodity to Bullion Direct® to be held on account. Immediately upon delivery of commodity by Customer to
Bullion Direct®, the storage and handling of these commodities will be governed by those portions of this
agreement dealing with the storage and handling of commodities as if Customer had purchased these commodities
pursuant to this Agreement.
b. If this is a joint account, unless Customer notifies us otherwise and provides such documentation as
we require, Customer's Account shall be held by Customer jointly with rights of survivorship (payable
to either, or to survivor). Each joint tenant irrevocably appoints the other as attorney-in-fact to
take all action on his or her behalf and to represent him or her in all respects in connection with this
Agreement. We shall be fully protected in acting upon the instructions of either joint tenant, in sending
confirmation advice, notices or other communications to either joint tenant, or in otherwise dealing with
either joint tenant. Each joint tenant shall be liable, jointly and individually, for any amounts due to
us pursuant to this Agreement, whether incurred by either or both joint tenant.
c. Any joint account holder agrees that upon the death or disability of either party, the remaining undersigned
shall immediately provide written notice of such event to Bullion Direct®. Customer understand that all
transactions thereafter affecting customer's account(s) must be at the joint direction and upon the
joint signatures of the legal representative of the affected party and the remaining undersigned.
Bullion Direct® shall not be liable for transfers, payments or other transactions that occur in our account(s)
prior to receipt of such written notice. Bullion Direct® shall be held harmless and free from any liability by
reason of its compliance with any notice or direction mentioned in this paragraph.
d. Bullion Direct® will maintain adequate procedures to ensure the confidentiality of all account information.
All passwords are confidential, and Customer agrees to be fully responsible for all activities under Customer's
password including, but not limited to, all orders entered into the electronic trading systems.
e. Bullion Direct® may, from time to time, amend, change or modify the Terms of Service set forth in this
Agreement. Bullion Direct® will post such amendments, changes or modifications on the Bullion Direct® Internet web
site, www.Bullion Direct®.com, or may otherwise cause the Terms of Service to be delivered to customer.
Customer's continued account activity, whether conducted via the Internet or other means, constitutes Customer's
agreement to be bound by such amendments, changes or modifications to these Terms of Service. Bullion Direct®
may justifiably rely upon such account activity as evidence of the acceptance of any such amendments, changes or
modifications. Bullion Direct® shall not be bound by any verbal representations.
f. Bullion Direct® shall send all mail to Customer's address as it appears on customer's account or at any other
address as Customer may direct. Any such communications sent by mail, email, telegraph, messenger or otherwise,
will be considered personally delivered, whether or not Customer actually receives it.
5. Terms of Purchase, Sale and Delivery.
a. Purchase Price. Commodity may be purchased through the Catalog on the online website or traded on the online
Nucleo marketplace. If purchased through the Catalog, purchase price shall be the listed price. If purchased
through Nucleo as a limit order, purchase price shall be the limit price or better as available on the Nucleo
marketplace. If purchased through Nucleo as a market order, purchase price shall be the best available price
meeting matching criteria. Shipping, handling, and clearing fees will apply as discussed below in this agreement.
b. Customer Purchases. At the time of confirmation of a purchase, Customer will be advised of the full amount due
and, should Customer wish to purchase on credit, the initial required minimum payment. The amount due is
immediately payable to Bullion Direct® upon confirmation of Customer's purchase. If sufficient funds are not
already in Customer's account, Customer will be required to send the funds immediately. Required funds must be
sent to Bullion Direct® within 24 hours of the transaction and received by Bullion Direct® within 7 banking days or
such shorter period as may be imposed by Bullion Direct®. Failure to make such payment within this period shall
constitute a default by Customer. Upon such default, Bullion Direct® will be relieved of all its obligations under
the transaction and may recover from Customer as liquidated damages the difference between the purchase price
agreed to by Customer and Bullion Direct®'s bid price for the commodities at the time of default, plus Bullion Direct®'s
buy and sell charges, $50 per trade penalty fee, and attorney's fees, if necessary. Receipt and credit by
Bullion Direct® of Customer's funds after the 7 day period, or shorter period when imposed, shall not waive or
limit Bullion Direct®'s remedies for default. Customer shall not be entitled to any market gains on a transaction
on which Customer has defaulted. Customers residing in Texas who make a purchase of less than $1,000.00 will be
charged applicable sales taxes unless able to show exemption from payment of sales taxes.
c. Credit Report. If Customer requests Bullion Direct® to extend credit to Customer, Customer agrees that Bullion Direct®
has the right to obtain a current consumer report in connection with this application, the renewal of Customer's
account, or a change in Customer's credit line; and that Bullion Direct® has the right to report to others its credit
experience with Customer. Upon Customer's request, Customer will be informed whether or not such a report was
requested, and if so, the name and address of each agency which furnished this report.
d. Customer Sales. Upon online confirmation of a sale of commodities to Bullion Direct®, Customer will be advised
that he has 5 days or such shorter period as may be imposed to make delivery to Bullion Direct®. Bullion Direct®
reserves the right to inspect commodities prior to accepting delivery and to reject delivery of commodities if
not in good condition or as represented. Full payment shall be made to or on behalf of Customer upon delivery to
Bullion Direct®. Failure by Customer to effect delivery within the required time period shall constitute a default.
Upon default, Bullion Direct® will be relieved of all its obligations under the transaction and may recover from Customer
as liquidated damages the difference between the sale price agreed to by Customer and Bullion Direct®'s asked price
for the commodities at the time of default, plus Bullion Direct®'s buy and sell charges, $50 per trade penalty fee,
and attorney's fees, if necessary. Receipt of commodities from Customer after the 5 day period, or shorter period
when imposed, shall not waive or limit Bullion Direct®'s remedies for default.
e. Delivery to Customer or on Customer's Behalf. Upon receipt of good funds or other acceptable consideration from
Customer or on Customer's behalf in full payment for the purchase of commodities, Bullion Direct® shall, as agreed,
either deliver the commodities (i) to Customer, or (ii) to Customer's appointed agent or designee, or, (iii) deliver
or deposit such commodities for the benefit of Customer to or with such Depository or depositories used for the
purpose of safekeeping Customer commodities (collectively referred to as "Depository").
Upon receipt of good funds or other acceptable consideration from Customer in partial payment for commodities purchased
on credit, Bullion Direct® shall deliver to Depository within 28 days, or such lesser period as required by law, all
of the commodities purchased, to be held for Customer. Customer may take physical possession of all commodities
purchased on credit at any time upon making full payment of the loan balance due to Bullion Direct®.
If Customer purchases commodity from Bullion Direct® for delivery to Depository, whether on a fully-paid or financed
basis, Bullion Direct® may, at its sole discretion, deliver to Depository an equivalent quantity of such commodity
in the form of commodity described herein provided they are of at least equal value. If Customer purchases
commodity as described herein, from Bullion Direct® for delivery to Depository, whether on a fully paid or financial
basis, Bullion Direct® may, it its sole discretion, deliver to Depository an equivalent quantity of such
commodity in the form of coins of a different denomination from the same country of origin, as described herein,
provided that they are of at least equal fineness and value. If Customer subsequently requests possession
of his commodities for which an alternative form has been delivered to Depository, Customer agrees that Bullion Direct®
shall have the right to exchange the form of the metal delivered to Depository for that which Customer purchased,
at no exchange cost to Customer.
f. Storage. Title to commodities purchased by Customer shall pass to Customer upon delivery to Customer, Customer's
appointed agent or designee or to Depository to be held for Customer. Commodities transferred to Depository for
Customer will be delivered as an undivided share of a fungible lot and held in safekeeping on a fungible basis with
the commodities of other Depository Customers. Upon delivery of commodities for Customer to Depository, Customer
will receive title to an undivided share of the commodities so held. Notwithstanding the passage of title to
Customer, Bullion Direct® may use or act as if it were the owner of the commodity held for Customer. Customer
understands that such usage of the commodities so held may result in gains or losses, which will belong solely to
Bullion Direct®.
g. Delivery to Bullion Direct®. Customer commodities sold to Bullion Direct® which are at Depository may be delivered
to Bullion Direct® at Depository. Customer commodities sold to Bullion Direct® which are not at Depository must be
delivered to Bullion Direct® at Bullion Direct®'s direction.
h. Payment. Customer payments to Bullion Direct® may be made by personal check or Bank wire. Bullion Direct® may expand
or limit the form of acceptable payment at any time. Customer payments which do not constitute immediate "good funds,"
e.g., personal checks, will be deemed good funds for personal delivery purposes 12 business days after receipt by
Bullion Direct® or upon Depository clearance, whichever is later. Customer acknowledges that funds received by
Bullion Direct® from Customer will be credited to his account at 5:00 p.m., Central Time, on the day of receipt.
6. Clearing, Shipping, Service and Handling Charges.
a. Clearing Charge. Customer will pay to Bullion Direct® for each purchase or sale a clearing fee of
1% of each transaction.
b. Shipping and Handling Charges. Shipping and handling charges apply upon personal delivery of
commodities to Customer or from Customer to Bullion Direct®. Such charges do not apply to commodities
delivered to and received from Depository for the benefit of Customer. Shipping charges will vary depending
on weight, value, destination, and method of shipment. The shipping and handling charges are automatically
computed at the time the order is placed. Customer will be notified when placing the shipping order of the
exact amount of shipping and handling.
Customer mailing or shipping commodities to Bullion Direct® bears all risk of loss or non-delivery until the
shipment is received and accepted by Bullion Direct®. Deliveries of commodities to Bullion Direct® must be in a
form acceptable to Bullion Direct® and may require inspection and assay at the expense of Customer.
Customer may arrange to have any stored commodity shipped. However, customer must satisfy all payments due
Bullion Direct® before shipment. All communications to arrange a shipment must be made with Bullion Direct®
and not with the vault facility.
c. Adjustment of Charges. Bullion Direct® reserves the right to change prospectively at any time and at its
sole discretion the rate of any of its commissions, shipping or handling fees.
7. Discretionary Authority and Authorized Customer Orders.
a. Discretionary Authority. Bullion Direct® and its Account Representatives shall neither accept nor exercise
any authority to direct or control purchases or sales in Customer's account; provided however, this provision
shall not limit in any way Bullion Direct®'s right under paragraphs 10 or 11 of this Agreement.
b. Authorized Customer Orders. Orders placed by Customers must be for specified quantities of commodities at
Bullion Direct®'s prevailing quoted price at the time the order is placed, if the order is placed on Bullion Direct®'s
catalog; or as a market order on Bullion Direct®'s Nucleo platform. No other types of orders can be accepted.
8. Limit Orders. On the Nucleo platform, Bullion Direct® will accept orders for purchases or sales of commodities
to be executed at prices which are higher or lower than market prices. Such orders may be placed only under
Bullion Direct®'s Nucleo program. Unless otherwise specified, limit orders are effective for up to thirty days from
the time the order is placed. However, they may be canceled early. Limit orders will only be fulfilled if another
Customer agrees to the price requested or a better price, less commissions owed to Bullion Direct®.
Customer may cancel a limit order that has not been fully or partially filled at any time. A forced liquidation by
Bullion Direct® of any existing position in Customer's account due to insufficient equity or default will cancel
pending limit orders for that account.
Bullion Direct® reserves the right to refuse acceptance of a limit order from Customer at any time. Existing limit
orders may be canceled by Bullion Direct® at any time.
Limit orders may be placed only on the preceding terms.
9. Customer Acknowledges:
Investments in commodities involve risk as well as opportunity. Historically, there have been periods of varying
length during which prices of commodities have moved adversely. Market prices are volatile and unpredictable and
may be affected by a variety of factors including, among others, general economic conditions, political events,
monetary policies of various countries, fluctuations in production and demand, stock-piles, speculative activity
and the degree of concern people have about these matters. It is impossible to forecast accurately how or to what
degree these or other factors will affect prices.
Investments in commodities should only be made with discretionary funds and not with monies necessary to cover or
produce an investor's day-to-day living expenses.
What is suitable for one customer with a given financial means may not be suitable for the investment goals or
emotional makeup of a second customer of the same means. Before Customer chooses to invest, Customer must
determine in Customer's own mind Customer's ability to understand the investment and to meet all financial
commitments to be made. Customer must also determine Customer's ability to accept, among other things, when
purchasing on credit or borrowing commodities, that Customer may be called to provide substantial additional
funds and that some or all of Customer's collateral may be foreclosed upon without advance notice. Persons with
limited investment experience or low incomes or assets should be particularly sensitive to the risk and requirements
involved in commodity investing.
Transactions in Bullion Direct® commodities involve commissions, spreads and, for credit purchases, finance and
service charges. Shipping charges and a sales or use tax may also be payable. These charges can result in a
loss despite favorable price movement.
Bullion Direct® may not be able to contact Customer at all times that Customer would like. These and other
circumstances may make it impossible at times for Bullion Direct® to stay in close touch with Customer concerning
Customer's account. Therefore, it is Customer's responsibility to monitor Customer's account and to stay in touch
with Bullion Direct® concerning your account and market conditions. Do not wait to be contacted.
Any representations that Customer will be notified or that Customer's commodity will be sold at particular price
levels if the market turns against Customer are not authorized by Bullion Direct® and may not be relied upon.
Neither Bullion Direct® nor its representatives can guarantee any market movement.
While Bullion Direct® intends to maintain a buy and sell market for its commodities, there is no guarantee that
Bullion Direct® will continue to do so. In the event that Bullion Direct® is unable or unwilling to quote firm
prices at any time, Customer may be obliged to dispose of Customer's commodities in another market.
Bullion Direct® will rely upon instructions and orders given by Customer on Bullion Direct®'s Internet site. Once a
trade is placed by Customer and accepted by Bullion Direct®, a contract is created. Trades may be reversed only
upon mutual consent of the parties to this agreement.
In times of highly volatile markets, Bullion Direct® Internet and phone lines may be busy due to the volume of
incoming and outgoing calls. It is also possible for lines to fail for reasons beyond Bullion Direct®'s control.
Because of this, Customer is advised and will be responsible to have alternative methods to communicate with
Bullion Direct® (e.g., telegraph, courier messenger service, etc.) should it become necessary to do so.
In purchases of commodities on credit, it is possible for Customer to lose substantially more than his or her
initial down payment. In such cases, Customer can lose up to the full amount of the commodities purchased.
Customer's account with Bullion Direct® is self-directed. This means Customer makes and is responsible for all
trading decisions for Customer's account. If Customer ever believes that a transaction has been entered for
Customer's account with Bullion Direct® that has not been authorized by Customer, or that a transaction has been
accepted by Bullion Direct® for Customer's account and has not been executed by Bullion Direct®, Customer will
immediately notify Bullion Direct®'s Compliance Department by email at compliance@bulliondirect.com and immediately
confirm such notification in writing to Bullion Direct® at
700 Lavaca St. LL 1
Austin, TX 78701.
If Customer fails to make such notification on the business day on which the event first became known to Customer,
Customer waives all right to contest such order, matter or omission and Customer's account will stand, as in, as
of the end of such business day.
Tax consequences of transactions with Bullion Direct® are the sole responsibility of Customer. Customer shall pay
to Bullion Direct® any sales, use or other tax applicable to transactions with Bullion Direct®. Commodities delivered
to depositories located outside Texas for Customer are intended for use by Customer outside Texas. If physical
possession of such commodities is taken subsequently by Customer within Texas, sales and use tax may apply, depending
upon the commodity purchased and the amount purchased.
10. Security Agreement.
a. Property and Rights Subject to Security Interest. As security for the performance of all of Customer's obligations
hereunder, whether now existing or hereafter incurred, Customer hereby grants Bullion Direct® a security interest in
each and every commodity purchased by Customer from Bullion Direct® and all other sums, property and rights, whether
individually or jointly held, at any time standing to Customer's credit on Bullion Direct®'s books or at any time in
Bullion Direct®'s possession or Depository's possession, for any purpose.
b. Bullion Direct® Rights and Remedies. Upon default under this Agreement, Bullion Direct® shall have, in addition to
all other rights and remedies conferred on Bullion Direct® hereby, all rights and remedies of a secured party under
the Texas Business and Commerce Code.
c. UCC Filing. Bullion Direct® may file this Agreement and such other documents as Bullion Direct® may request, which
Customer agrees to provide, in order to perfect Bullion Direct®'s security interest hereunder.
11. Acceleration Upon Default. Upon default by Customer, Bullion Direct® may, at its election, declare any or all of
Customer's obligations immediately due and payable.
12. Miscellaneous.
a. Notices. All communications shall be sent to Bullion Direct® at compliance@bulliondirect.com or
700 Lavaca St. LL 1
Austin, TX 78701 and to Customer at the address set forth following the signatures to this Agreement
or such other address subsequently provided to Bullion Direct® by Customer in writing. All communications given by
Bullion Direct® to Customer by mail shall be effective 48 hours after deposit in the United States mail, postage
prepaid, or upon receipt, whichever is earlier; if hand delivered, when delivered to Customer's address; if telephonic,
at the time of such phone conversation or facsimile transmission; if telegraphic, when deposited with a public
telegraph company for transmittal, charges prepaid; or if by e-mail, when the e-mail is sent to the e-mail
address provided by Customer.
b. Force Majeure. In the event of adverse conditions in the market place or other factors beyond the control of
Bullion Direct®, including, but not limited to, acts of God, national emergencies, adverse governmental actions, or
suspension of trading of silver, gold, platinum or palladium futures contracts by U.S. commodity exchanges, or
the delivery of the commodities underlying such contracts, or the failure or delay of suppliers, the maximum time
for delivery of such commodities may be extended indefinitely during the period of such adverse circumstances.
Bullion Direct® will not be responsible for delays or failures in the transmission, receipt or execution of orders,
payments, deliveries or information due to the incapacity or failure of computer, transmission or communication
facilities which are beyond the control of Bullion Direct®.
c. Possible Equipment Failure - Transactions executed through the Bullion Direct® system are at risk from the potential
interruption or failure of the Bullion Direct® computer system. In that event, it might not be possible to enter
new orders or to cancel existing orders for some time. In addition, a system interruption or failure could result
in the existing queue being lost. Under such circumstances, it will be necessary for orders to be re-entered, and
each one will be given priority according to the price and time at which it is re-entered into the system. Because
of this, a customer may designate when an order is placed whether it is to be purged from the system failure.
d. Limitation of Liability - Bullion Direct® will not be liable for losses as a result of any failure of or delay in the
system, except that (1) Bullion Direct® may be held liable for willful or wanton misconduct, and (2) Bullion Direct® may
be held liable for negligent actions of its employees, up to $100,000.00. Bullion Direct® will not be responsible for
any consequential damages.
e. Entire Agreement. This Agreement constitutes the entire and whole Agreement among its parties and is intended as
a complete and exclusive statement of the terms of their agreement. This Agreement may be amended only upon execution
of a subsequent agreement between the parties or upon Customer's failure to object, within 10 days, to modifications
contained in written material sent to Customer by Bullion Direct®. This Agreement shall supersede any oral
representations between the parties.
f. Individual Authority of Customer. Any party accepting this Agreement as Customer is authorized to deal fully with
the account opened hereunder, for purposes of placing orders, receiving funds or commodities or otherwise. Any action
taken by any such party shall be binding on all other parties with an interest in that account. Each such party shall
hold Bullion Direct® harmless for relying hereon. All obligations of Customer under this Agreement are joint and several.
g. Electronic Recordation. Bullion Direct® may electronically record any conversation between Bullion Direct®, its
employees or agents and Customer or his agents.
h. Waiver. Failure to exercise or delay in exercising any right, power or remedy hereunder by Bullion Direct® shall
not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy of Bullion Direct®
hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.
i. Depository Indemnification. Customer agrees that Depository may act upon any instruction received from
Bullion Direct® concerning delivery, transfer, sale or disposition of commodities held by Depository on Customer's
behalf. Customer further agrees to indemnify the Depository from any liability to Customer for actions taken
by Depository in conformity with such instruction.
j. Governing Law. This Agreement is entered into in accordance with and shall be governed by Texas law; provided
that, if any Texas law shall dictate that the laws of another jurisdiction be applied in any proceeding, such
Texas laws shall be superseded by this paragraph and the remaining laws of Texas shall nonetheless be applied
in such proceeding.
k. Location of Legal Proceedings. Any proceeding brought by Customer relating to this Agreement shall be commenced
in Travis County, Texas.
l. Texas Contract: The formation of this Agreement constitutes the making of a contract within Travis County,
Texas, notwithstanding the manner, timing or location of the delivery of receipt of the acceptance of this
Agreement by either party hereto. The making of this contract will cause the following events, among others,
to occur in Travis, County, Texas; the solicitation and negotiation of this contract will have taken place and
been completed in Travis County, Texas; the contract will be executed in Travis County, Texas; initial payment
monies and any subsequent monies paid by Customer will be delivered to and paid in Travis County, Texas; and
written confirmation of each transaction will be provided from Travis County, Texas. Customer and Bullion Direct®
agree that Travis County, Texas is a mutually and reasonably convenient place for any hearing concerning disputes
relating to this Agreement, and agree to submit to the jurisdiction of courts in Travis County, Texas with
respect to any claim or controversy relating to this Agreement.
m. Waiver of Jury Trial. By signing this Agreement, Customer waives Customer's right to a jury trial and agrees to
pursue matters solely before a judge or magistrate with respect to any claim, action or proceeding brought by
Customer against Bullion Direct®, its partners, employees, representatives, Customer, agents or affiliates, past
or present, concerning any transaction between Customer and Bullion Direct®, or the construction, performance or
breach of this or any other agreement between Customer and Bullion Direct®.
n. Assignment. The provisions of this Agreement shall be continuous and shall inure to the benefit of Bullion Direct®,
its successors and assigns, and shall be binding upon Customer and/or the estate, personal representatives,
administrators and successors of Customer. Bullion Direct® may assign its rights and delegate its duties as to any
or all transactions under this Agreement. Customer shall not delegate any obligations hereunder without the prior
written consent of a duly authorized officer of Bullion Direct®, and any attempt at such delegation without such
consent shall be void.
o. Transaction Charges. Customer agrees that to the extent that any finance or other charges imposed by
Bullion Direct® are held to be in excess of those allowable under any law, such charges shall be reduced to the
legal maximum.
p. Severability. In the event that any provisions of this Agreement shall be determined by a court of competent
jurisdiction to be unenforceable in any jurisdictions, such provisions shall be unenforceable in that jurisdiction
and the remainder of this Agreement shall remain binding upon the parties as if such provisions were not contained
herein. The enforceability of such provisions shall otherwise be unaffected and remain enforceable in all other
jurisdictions.
q. Obligations Due in U.S. Currency. Customers shall pay all obligations owing under this Agreement in the
currency of the United States of America.
r. Taxpayer I.D. Number. Customer certifies under the penalties of perjury that the Taxpayer Identification
Number (Social Security Number) or Employer Identification Number provided below is correct and that Customer has
not been notified by the Internal Revenue Service that he is a "payee under-reporter" under section 3406(a)(1)(c)
of the Internal Revenue Code.
s. Termination. Bullion Direct® has the right to terminate the terms of this agreement upon 2 days notice to Customer. |