On July 20, 2015, BullionDirect, Inc. filed a bankruptcy petition, Chapter 11 No. 15-10940 in the U. S. Bankruptcy Court, Western District of Texas, Austin Division Additional notices will appear at this site regarding hearings, deadlines, filing proofs of claim and other such matters. [PDF notice]
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Terms & Conditions

You agree to the following Terms of Service of use:


BullionDirect® Terms of Service
v3.0

Please read the BullionDirect® Terms of Service.

BullionDirect® Terms of Service
v3.0

WARNING:  CUSTOMER MUST READ AND
ACKNOWLEDGE BEFORE PROCEEDING.


BULLION DIRECT, INC. IS NOT AN INVESTMENT ADVISOR, CONSULTANCY,  BANKING INSTITUTION, CFA/CFP AND IS NOT REGULATED BY THE SEC, CFTC, OR NFA. 

INVESTMENTS IN PRECIOUS METALS AND NUMISMATICS INVOLVE RISK AS WELL AS OPPORTUNITY. HISTORICALLY, THERE HAVE BEEN PERIODS OF VARYING LENGTH DURING WHICH PRICES OF PRECIOUS METALS AND NUMISMATICS 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 PRECIOUS METALS AND NUMISMATICS 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 IN PRECIOUS METALS AND NUMISMATICS AND TO MEET ALL FINANCIAL COMMITMENTS TO BE MADE, PURSUANT TO THIS AGREEMENT. PERSONS WITH LIMITED INVESTMENT EXPERIENCE OR LOW INCOMES OR ASSETS SHOULD BE PARTICULARLY SENSITIVE TO THE RISK AND REQUIREMENTS INVOLVED IN INVESTING IN PRECIOUS METALS AND NUMISMATICS.

Please read the BullionDirect® Terms of Service.


In this Agreement, the "Customer" refers to the individuals, corporations or Parties who are the account holders, who have an interest in the account(s) and accept this Agreement. For all purposes under this Agreement, "accept" or "acceptance" of this Agreement shall mean, in addition to or in lieu of any actual electronic acceptance, the Customer's use of the account, and/or account activity, or continued account activity, whether conducted via the Internet or other means.  Such Customer's use or account activity shall constitute Customer's acceptance of and Customer's agreement to be bound by this Agreement and any amendment thereto.

SECTION 1

 

GENERAL


    1.1     Meaning of Customer.  In this Agreement, "Customer" (used generically for singular and plural) refers to persons or entities who are account holders or have an interest in an account or accounts established hereunder and who accept this Agreement.

    1.2     The Parties.  This Agreement is expressly agreed to and is entered into between BullionDirect®, Inc. ("BullionDirect®") and each Customer ("Customer") who accepts this Agreement, below (hereinafter the "Parties").

    1.3     Establishment of Account Between Customer and BullionDirect®.  This Agreement provides for the establishment of an account for Customer with BullionDirect® for: (i) the purchase, sale, and storage of tangible, physical precious metals and numismatic products ("Products"), directly from BullionDirect®. and (ii) the matching of purchase and sell orders by BullionDirect®, between and among its customers, including Customer, for their account, for the purchase and sale of Products, including the storage of same. This Agreement shall apply to all such transactions between Customer and BullionDirect®, whether such transaction is directly between Customer and BullionDirect® or whether BullionDirect® is acting on behalf of Customer, for Customer's own account.  

SECTION 2

 

IMPORTANT NOTICE REGARDING AMENDMENTS TO THIS AGREEMENT.


      2.1     Terms of Service Agreement Amendable by BullionDirect ®.  BullionDirect® may amend the Terms of Service set forth in this Agreement, by posting such amendment on the BullionDirect® Internet website,
www.BullionDirect.com, or may otherwise cause the amended Terms of Service Agreement to be delivered to Customer. BullionDirect® may request periodic electronic acceptance from the Customer to affirm Customer's consent.

    2.2     Customer Use Constitute Acceptance.  In addition to the above, Customer agrees that Customer's continued account activity, whether conducted via the Internet or other means, constitutes Customer's agreement to be bound by such amendments to this Agreement.  See Section Twelve (12), below. BullionDirect® may justifiably rely upon such account activity as acceptance of any such amendments.

      2.3     Customer Agrees to Read and Review Posted Amendments. Customer acknowledges that maintaining the continuing quality and development of BullionDirect®'s service will require periodic amendments to this Agreement, and Customer agrees to regularly review posted amendments and current versions of this Agreement, and assumes the risk of failing to do so or to object to amendments.  

      2.4     BullionDirect®'s Rights to Amend Unilaterally. Customer agrees that BullionDirect® may effect an amendment to this Agreement unilaterally.
      
    2.5     BullionDirect®'s Rights to Terminate Agreement on Two (2) Days Notice.  
BullionDirect® has the right to terminate this Agreement upon two (2) days notice to Customer for any reason. Upon such termination, BullionDirect® will deliver to Customer, at Customer's last designated address in writing, in Customer's file any funds held for the benefit of Customer and all of Customer's Product in BullionDirect®'s possession, within thirty (30) days of the termination of Customer's account.

SECTION 3

 

ACKNOWLEDGMENT OF RISK.


    3.1     Risk Associated with Trading of Products.  Because of the unpredictable nature of the market for Products, as defined in this Agreement, the purchase and sale of same 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 the purchase and sale of Products, as defined in this Agreement.  Customer further acknowledges his understanding that transactions subject to this Agreement are cash sales with BullionDirect®, that does not provide for nor operate on credit transactions, and that such trades are not subject to regulation by the Commodity Futures Trading Commission or the National Futures Association.

      3.2     Customer's Duty to Monitor Account Activity.  BullionDirect® may not be able to contact Customer at all times, and it may be impossible at times for BullionDirect® to stay in touch with Customer. It is Customer's responsibility to monitor Customer's account and to stay in touch with BullionDirect® concerning Customer's account and market conditions. Do not wait to be contacted.

    3.3     BullionDirect® Does Not Provide Business, Financial, or Trading Advice.  Customer agrees and acknowledges that BullionDirect® and its representatives are not advisors, and are not in the business of giving financial advice.  Customer agrees to seek independent financial advice or legal counsel before using BullionDirect®'s services, if necessary. Customer uses BullionDirect®'s trading services, under this Agreement at Customer's own risk.

    3.4     Trades are Cash Trades.  Customer further acknowledges his understanding that transactions subject to this Agreement are cash trades with BullionDirect®, that Customer agrees and is able to take actual delivery of any purchases and will not attempt to delay actual delivery except for commercial convenience and necessity. Customer acknowledges that such transactions are not credit transactions and are not subject to regulation by the Commodities Futures Trading Commission or the National Futures Association.

    3.5     Customer Must Determine Suitability of Trading Products, as defined in this Agreement.  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. Persons with limited investment experience, low or fixed incomes, or few assets should be particularly sensitive to the risk and requirements involved in the Products contemplated under this Agreement. 

    3.6     No Guarantees.  Neither BullionDirect® nor its representatives guarantee any market movement.

    3.7     No Guarantees that BullionDirect®'s "Buy-Sell" Market for Products Will Continue.  While BullionDirect® intends to maintain a buy-and-sell market for its Products, there is no guarantee that BullionDirect® will continue to do so. In the event that BullionDirect® is unable or unwilling to quote firm prices at any time, Customer may be obliged to dispose of Customer's Products in another market.

SECTION 4

 

ESTABLISHMENT OF ACCOUNT


      4.1     Execution of Agreement Establishes Account.  Upon acceptance of this Agreement by the Parties above, an account will be established by BullionDirect® in the name of the Customer. Customer may deposit good funds to be held on account by BullionDirect® and Customer may also request that any cash balances be refunded to him or her.  BullionDirect® has the right to return at any time any and all cash deposited by Customer and held by BullionDirect®.

      4.2     Party Accepting Agreement is 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 Products 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 release and hold BullionDirect® harmless for its reliance on this term. All obligations of Customer under this Agreement are joint and several.

      4.3     Joint Accounts.  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. BullionDirect® shall be fully protected and indemnified by Customer, as hereinafter provided, 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, severally and individually, for any amounts due to BullionDirect® pursuant to this Agreement, whether incurred by either or both joint tenant.  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 BullionDirect®. Customer understands that all transactions thereafter affecting Customer's account(s) must be at the joint direction and upon the joint electronic signatures of the legal representative of the affected Party and the remaining undersigned. BullionDirect® shall not be liable for transfers, payments or other transactions that occur in the Customer's account(s) prior to receipt of such written notice. Customer releases and BullionDirect® shall be indemnified and held harmless and free from any liability by Customer, by reason of BullionDirect®'s compliance with any notice or direction mentioned in this paragraph.

     4.4     Trust Accounts.  If Customer desires to establish an account on behalf of or in the name of Customer's revocable living trust (i.e., in the name of the Trustee thereof), Bullion Direct® will agree to do so on the following terms and conditions:
(a)    Customer name and address and the person serving as Trustee and his or her name and address, must be identical;
(b)    Customer furnishes Bullion Direct® a Certification of Trust in a form provided by Bullion Direct® (including the identification of successor Trustees and any future trust amendments, altering or amending such provisions) and such other documentation as Bullion Direct® may request or require from time to time;
(c)    Customer establishes such account as a joint tenant account, with rights of survivorship, in the name of Customer individually and the trustee of the revocable living trust; (so that if Customer is deceased the account will vest, by operation of law, in the successor trustee of the revocable living trust and, if the revocable living trust is revoked or terminated, the account will vest, by operation of law in the Customer, individually);
(d)    Upon the death or disability of Customer, all trading and transaction of business in Customer's account will temporarily cease, pending Customer's successor trustee providing Bullion Direct® with adequate evidence of such successor trustees acceptance of his or her trusteeship under the terms and conditions of the trust instrument and executes an updated Certification of Trust document;
(e)    Upon furnishing the documentation required in (d) Customer's account will be reestablished in the name of the successor trustee, individually, who will then be the Customer and as successor trustee of the revocable living trust; and
(f)    Customer and his or her successors agree to be bound by all of the herein provisions of this Terms of Service Agreement and specifically the provisions relating to joint accounts herein.

      4.5      Confidentiality.  BullionDirect® 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.

      4.6     Correspondence Sent to Customer Address on Record.  BullionDirect® shall send all mail to Customer's address as it appears on customer's account or at any other address as Customer may direct, in writing. Any such communications sent by mail, email, telegraph, messenger or otherwise, will be considered personally delivered, when deposited in the US mail, sent via internet mail account to Customer's email address on file, properly telegraphed or deposited with the appropriate commercial messenger service, whether or not Customer actually receives it.

      4.7     Only Customer's Instructions on BullionDirect® Website Will Be Executed.  BullionDirect® will rely upon instructions and orders given by Customer on BullionDirect®'s Internet site. Once a trade is placed by Customer and accepted by BullionDirect®, a contract is created.  Trades may be reversed only upon mutual consent of the Parties to this Agreement.

SECTION 5

 

TERMS OF PURCHASE AND SALE


      5.1     Bullion Direct May Decline Transaction. Bullion Direct may decline to execute any purchase transaction for a Customer in its sole discretion.

 

     5.2     Purchase Price. Products may be purchased directly from BullionDirect®, through its Catalog on the online website or bought and sold on the online marketplace, through Nucleo, [BullionDirect®'s order matching platform].  If purchased through the Catalog, the purchase price shall be the listed price. If purchased through Nucleo as a limit order, the purchase price shall be the limit price or better, as available on the Nucleo marketplace. If purchased through Nucleo as a market order, the purchase price shall be the best available price meeting the Customer's matching criteria. Shipping, handling, and commission fees will apply as discussed below in this Agreement.

    5.3     Customer Purchases. At the time of confirmation of a purchase, Customer will be advised of the full amount due.  The amount due is immediately payable to BullionDirect® upon confirmation of Customer's purchase. If sufficient funds are not already in Customer's account, Customer will be required to deposit the funds immediately. Required funds must be received by BullionDirect® within seven (7) banking days or such shorter period as may be imposed by BullionDirect®.  Failure to make such payment within this period shall constitute a default by Customer. Upon such default, BullionDirect® 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 BullionDirect®'s bid price for the Products at the time of default, plus BullionDirect®'s buy and sell charges, fifty dollars ($50) per trade penalty fee, and reasonable attorney's fees, if necessary. Receipt and credit by BullionDirect® of Customer's funds after the seven (7) banking day period, or shorter period when imposed, shall not waive or limit BullionDirect®'s remedies for default. Customer shall not be entitled to any market gains on a transaction on which Customer is in default. Customers residing in Texas who make a purchase of less than one thousand ($1,000.00) will be charged applicable sales taxes unless Customer has provided BullionDirect® with suitable documentation, evidencing Customer's right to an exemption from payment of sales taxes. 

     5.4     Authorization to Obtain Consumer Reports.  Customers authorize BullionDirect® to obtain consumer reports and/or investigative consumer reports about Customer for credit investigative purposes, at any time while Customer's account is open.  Customer understands that these reports might include, but are not limited to, a search of criminal background, prior employment, educational background, reference checks, driving record checks, and verification of identification and Social Security Number.

     5.5     Customer Sales. Upon online confirmation of a sale of Products to BullionDirect®, or on Customer's behalf by BullionDirect®, Customer will be advised that he or she has seven (7) banking days, or such shorter period as may be imposed, to make delivery to BullionDirect® of such Products. BullionDirect® reserves the right to inspect the Products prior to accepting delivery of same and to reject delivery of such Products from Customer if not in good condition or as represented. Full payment shall be made to or on behalf of Customer upon delivery of the Products to BullionDirect®. Failure by Customer to affect delivery within the required time period shall constitute a default. Upon default, BullionDirect® will be relieved of all its obligations for the transaction under this Agreement and may recover from Customer, as liquidated damages, the difference between the sale price agreed to by Customer and BullionDirect®'s asked price for the Products at the time of default, plus BullionDirect®'s buy and sell charges, fifty dollars ($50) per trade penalty fee, and reasonable attorney's fees, if necessary. Receipt of Products from Customer after the seven (7) banking day period, or shorter period when imposed, shall not waive or limit BullionDirect®'s remedies, at law or in equity, for default.
      
      
      

SECTION 6

 

DELIVERY AND STORAGE


    6.1     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 Products, BullionDirect® shall, as agreed, deliver the Products;  (i) to Customer, or (ii) to Customer's appointed agent or designee.  Upon receipt of good funds or other acceptable consideration from Customer, BullionDirect® shall make delivery within twenty-eight (28) days, or such lesser period as required by law, all of the Products purchased.  In no event will Customer be entitled to delivery until BullionDirect® has received good funds from Customer for all amounts, including all surcharges and fees, then associated with Customer's account.

      6.2     Absence of Customers Shipping Instructions.  In the absence of other instructions, BullionDirect® shall ship to the current address as provided by Customer. Any change in address or delivery instructions of any kind must be provided to BullionDirect® in advance of the subject transaction.  Customer agrees to the additional shipping fees for changed and returned orders.

      6.3     Forms of Delivery to BullionDirect®. Deliveries of Products to BullionDirect® must be in a form acceptable to BullionDirect® and may require inspection and assay at the expense of Customer.

      6.4     Customer Bears Shipping Risk.  Customers mailing or shipping Products to BullionDirect® bear all risk of loss or non-delivery until the shipment is received and physically in BullionDirect®'s possession and accepted by BullionDirect®. Customers sending Products to BullionDirect® agree that BullionDirect® is not responsible for it before it is actually in BullionDirect® physical possession, and Customer agrees to hold BullionDirect® harmless for any loss that occurs prior to BullionDirect® taking actual delivery and possession of such Products. Customers receiving Products from BullionDirect® agree to hold BullionDirect® harmless for any loss that occurs after delivery to Customer's current address; for example (but not limited to), packages lost or stolen after being delivered to
Customer's current address or pursuant to Customer's instructions. 

      6.5     Customer Holds BullionDirect® Harmless for Third Party Acts or Omissions.  Customer agrees to hold BullionDirect® harmless for acts and omissions of third-party delivery services, including the United States Postal Service as well as private carriers.  Customer acknowledges that BullionDirect® has no control over such carriers and Customer expressly agrees to assume the risks common to their use.

    6.6     Delivery from Storage Facility for Customer.  If Customer subsequently requests possession of his Products, Customer agrees that BullionDirect® shall have the right to deliver the same Product in another form, provided that it is of at least equal value.

      6.7     When Title to Products Passes to Customer.  Title to the Products purchased by Customer shall pass to Customer upon delivery to Customer or Customer's appointed agent or designee. Products that have been delivered to BullionDirect®?s storage facility for Customer will be held in safekeeping on a fungible basis and Customer will receive title to an undivided share of the Products so held. Notwithstanding the passage of title to Customer, BullionDirect® may use such Products, in fungible form, held for Customer. Customer understands that such usage of the Products in this form may result in gains or losses, which will inure solely to the benefit of BullionDirect®.

      6.8     Delivery to BullionDirect®. Customer's Products, sold to BullionDirect®, which are at BullionDirect®'s storage facility may be delivered to  BullionDirect®'s storage facility. Customer Products sold to BullionDirect®, which are not at BullionDirect®'s storage facility must be delivered by Customer to BullionDirect® at BullionDirect®'s direction.

SECTION 7

 

PAYMENT AND FEES


      7.1     Account Fees.  Customer may incur various fees in connection with this Agreement for storage of Products, failure to take delivery of Products, NSF Checks, Commission, Shipping, Service and Handling Charges (hereinafter "Transactional Fees").  To the extent such Transactional Fees are setout in this Section 7, said Transactional Fees shall be setout in BullionDirect®'s Account Fees, on BullionDirect®'s website, at
www.BullionDirect.com.  For the purposes of Section 7. of this Agreement, such Account Fees shall be deemed an amendment to this Agreement, adopted by Customer by Customer's acceptance of this Agreement, as defined herein. BullionDirect® reserves the right to change prospectively at any time and at its sole discretion the rate of any of its Transactional Fees by unilaterally posting updates of its Account Fees on its website. Customer acknowledges that it is Customer's responsibility to keep informed of BullionDirect®'s Account Fees on its website.

      7.2       Form of Payment. Customer payments to BullionDirect® for Transactional Fees may be made by personal check or Bank wire. BullionDirect® 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 twelve (12) business days after receipt by BullionDirect® or upon banking clearance, whichever is later.

      7.3     Failure to Make Payment.  Customer's failure to make payment within a period prescribed by this Agreement shall constitute a default by Customer. Upon such default, BullionDirect® 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 BullionDirect®'s bid price for the Products at the time of default, plus BullionDirect®'s buy and sell charges, fifty dollars ($50.00) per trade penalty fee, and attorney's fees, if necessary.

      7.4     Customer's Failure to Deliver Products.  Customer's failure to deliver Products within a period prescribed by this Agreement shall constitute a default, and BullionDirect® 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 BullionDirect®'s asked price for the Products at the time of default, plus BullionDirect®'s buy and sell charges, and fifty dollars ($50.00) per trade penalty fee.

      7.5     When Customer's Check is "NSF".  Customer agrees that if Customer's check or payment should "bounce" or fail due to insufficient funds ("NSF"), whether as a result of insufficient funds at Customer's financial institution or insufficient funds on account with BullionDirect®, Customer will pay an "NSF" Check fee, as posted on BullionDirect®'s Account Fees.

      7.6     Commission, Shipping, Service and Handling Charges.
      a.    Clearing Commission Charge. Customer will pay to BullionDirect® for each purchase or sale a clearing commission fee for each transaction ("Commission Charge"), as posted on BullionDirect®'s Account Fees.
      b.    Shipping and Handling Charges. Shipping and handling charges apply upon personal delivery of Products to Customer or from Customer to BullionDirect®. Such charges do not apply to Products previously delivered to and received from BullionDirect®'s storage facility 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.
      c.    Change of Shipping Address.  If Customer changes a shipping address after placement of an order, Customer's account will be subject to a Change of Shipping Address fee, BullionDirect®'s Account Fees
      d.    Return Shipments.  If a shipment from BullionDirect® to Customer is returned for any reason other than BullionDirect®'s failure to ship to the current address on Customer's account prior to placement of the order, Customer will bear the full cost of re-shipping and handling.

    7.7     Products Shipped From Storage.  Customer may arrange to have any stored Products shipped. However, customer must satisfy all payments due BullionDirect® before shipment. All communications to arrange a shipment must be made with BullionDirect® and not with the vault facility.

      7.8     Sales and Use Taxes.  Tax consequences of transactions with BullionDirect® are the sole responsibility of Customer. Customer shall pay to BullionDirect® any sales, use or other tax applicable to transactions with BullionDirect®. Products previously delivered to a BullionDirect®'s storage facility located outside Texas for Customer are intended for use by Customer outside Texas. If physical possession of such Products is taken subsequently by Customer within Texas, sales and use tax may apply, depending upon the Products purchased and the amount purchased.

SECTION 8

DISCRETIONARY AUTHORITY AND AUTHORIZED CUSTOMER ORDERS

      8.1     Discretionary Authority. BullionDirect® 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 BullionDirect®'s right under Sections Ten (10) or Eleven (11) of this Agreement.

      8.2     Authorized Customer Orders. Orders placed by Customers must be for specified quantities of Products at BullionDirect®'s prevailing quoted price at the time the order is placed, if the order is placed on BullionDirect®'s catalog; or as a market order on BullionDirect®'s Nucleo platform. No other types of orders can be accepted.

      8.3     Limit Orders. On the Nucleo platform, BullionDirect® will accept orders for purchases or sales of Products to be executed at prices which are higher or lower than market prices. Such orders may be placed only under BullionDirect®'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, or BullionDirect®, agrees to the price requested or a better price, less Commission Charges owed to BullionDirect®.   Unless otherwise specified, all market or limit orders are effective for up to thirty days from the time the order is placed.

      8.4     Cancellation of Limit Orders.  Customer may cancel a limit order that has not been fully or partially filled at any time. A forced liquidation by BullionDirect® of any existing position in Customer's account due to insufficient equity or default will cancel pending limit orders for that account.

      8.5     BullionDirect® May Refuse Limit Orders.  BullionDirect® reserves the right to refuse acceptance of a limit order from Customer at any time. Existing limit orders may be canceled by BullionDirect® at any time.

      8.6     Limit Orders Only on Specified Terms.  Limit orders may be placed only on the preceding terms.

SECTION 9

 

UNAUTHORIZED ACTS OR OMISSIONS


    9.1     Customer Responsibility For Trading Activity in Customer's Account.  Customer agrees to be responsible for all trading decisions regarding Customer's account. If Customer ever believes that a transaction is unauthorized, or that a transaction has been accepted by BullionDirect® for Customer's account and has not been executed by BullionDirect®, Customer will immediately notify BullionDirect®'s Compliance Department by email at
www.BullionDirect.com (Contact Us section) and immediately confirm such notification in writing to BullionDirect® at: BDI - 700 Lavaca Suite 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, or with reasonable diligence should have become known to Customer, Customer waives all right to contest such transaction or omission and releases and holds BullionDirect® harmless for all liability for damages.

    9.2     Maintenance of Client's Confidentiality.  BullionDirect® will maintain adequate procedures to ensure the confidentiality of 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.

SECTION 10

 

SECURITY AGREEMENT


      10.1     Property and Rights Subject to Security Interest. Customer hereby grants BullionDirect® a security interest, as security for the performance of all of Customer's obligations under this Agreement, whether now existing or hereafter incurred, in the course of Customer's dealings with BullionDirect®, in Customer's account, in each and every item of Products purchased by Customer from or through BullionDirect® and in all other sums, property and rights Customer may have under this Agreement, whether individually or jointly held, at any time standing to Customer's credit on BullionDirect®'s books or at any time in BullionDirect®'s possession or BullionDirect®'s storage facility's possession, for any purpose (hereinafter in this Section 10., "Customer's Account, Products and Property").

      10.2     BullionDirect® Rights and Remedies. Upon default under this Agreement, BullionDirect® shall have, in addition to all other rights and remedies conferred on BullionDirect® in this Agreement, all rights and remedies of a secured Party under the Texas Business and Commerce Code.

      10.3    Default.  Customer shall be in default upon failure to pay any amount, including but not limited to payments, fees or taxes, currently due or failure to complete any delivery pursuant to the terms of this Agreement.  Upon default by Customer, BullionDirect® may, at its election, declare any or all of Customer's obligations immediately due and payable.

      10.4    Elections Upon Default.  Upon default by Customer, BullionDirect® may, at its election, declare any or all of Customer's obligations immediately due and payable.

SECTION 11

 

NOTICES AND LIMITATION OF LIABILITY


      11.1 Notices. All communications shall be sent to BullionDirect® at
www.BullionDirect.com (Contact Us section) or BDI - 700 Lavaca Suite LL-1 - Austin TX 78701 and to Customer at the address set forth following the acceptance to this Agreement or such other address subsequently provided to BullionDirect® by Customer. All communications given by BullionDirect® to Customer by mail shall be effective forty-eight (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.  

      11.2     Force Majeure. In the event of adverse conditions in the market place or other factors beyond the control of BullionDirect®, 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 Precious Metals underlying such contracts, or the failure or delay of suppliers, the maximum time for delivery of such Products may be extended indefinitely during the period of such adverse circumstances. BullionDirect® 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 BullionDirect®.

      11.3     Possible Equipment Failure.  Transactions executed through the BullionDirect® system are at risk from the potential interruption or failure of the BullionDirect® 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, Customer may designate when an order is placed whether it is to be purged from the system failure.

      11.4     LIMITATION OF LIABILITY.  BULLIONDIRECT® WILL NOT BE LIABLE FOR LOSSES AS A RESULT OF ANY FAILURE OF OR DELAY IN THE SYSTEM, EXCEPT THAT (1) BULLIONDIRECT® MAY BE HELD LIABLE FOR WILLFUL OR WANTON MISCONDUCT, AND (2) BULLIONDIRECT® MAY BE HELD LIABLE FOR NEGLIGENT ACTIONS OF ITS EMPLOYEES, UP TO ONE HUNDRED THOUSAND $100,000.00. BULLIONDIRECT® WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES.

      11.5     Warranty.  Unless otherwise specified in the terms of an order or purchase, BullionDirect® warrants that all product delivered to Customer will be of good quality or of at least of a quality commensurate with the industry standard for that product.

      11.6     Other Warranties.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR OTHERWISE ARE EXPRESSLY DISCLAIMED.

SECTION 12

 

LEGAL AND ENFORCEMENT ITEMS;

 

FORUM SELECTION AND CHOICE OF LAW


      12.1     Entire Agreement. This Agreement constitutes the entire and whole Agreement among it's the Parties and is intended as a complete and exclusive statement of the terms of their agreement.

      12.2     Amended by Subsequent Agreements.  This Agreement may be amended only upon execution of a subsequent Agreement between the Parties or upon Customer's failure to object, within ten (10) days, to modifications contained in written material sent to Customer by BullionDirect®. This Agreement shall supersede any oral representations between the Parties.

      12.3     Electronic Recordation. BullionDirect® may electronically record any conversation between BullionDirect®, its employees or agents and Customer or his agents.

      12.4     Effect of Delay.  Failure to exercise or delay in exercising any right, power or remedy hereunder by BullionDirect® shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy of BullionDirect® hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

      12.5     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 Products 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 BullionDirect® harmless for relying hereon. All obligations of Customer under this Agreement are joint and several.

      12.6     Waiver. Failure to exercise or delay in exercising any right, power or remedy hereunder by BullionDirect® shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy of BullionDirect® hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

      12.7     Storage Facility Indemnification. Customer agrees that BullionDirect®'s storage facility may act upon any instruction received from BullionDirect® concerning delivery, transfer, sale or disposition of Products held by BullionDirect®'s storage facility on Customer's behalf. Customer further agrees to indemnify the BullionDirect®'s storage facility from any liability to Customer for actions taken by BullionDirect®'s storage facility in conformity with such instruction.

    12.8     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.  Any proceeding brought by Customer relating to this Agreement shall be commenced in Travis County, Texas.

      12.9     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 BullionDirect® agree that Travis County, Texas is a mutually and reasonably convenient place for any hearing or legal proceeding 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.

      12.10     Agreement Continuous.  The provisions of this Agreement shall be continuous and shall inure to the benefit of BullionDirect®, its successors and assigns, and shall be binding upon Customer and/or the estate, personal representatives, administrators and successors of Customer. BullionDirect® 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 BullionDirect®, and any attempt at such delegation without such consent shall be void.

      12.11    Customer agrees that to the extent that any finance or other charges imposed by BullionDirect® are held to be in excess of those allowable under any law, such charges shall be reduced to the legal maximum.

      12.12     Waiver of Jury Trial. By accepting 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 BullionDirect®, its partners, shareholders, employees, representatives, Customer, agents or affiliates, past or present, concerning any transaction between Customer and BullionDirect®, or the construction, performance or breach of this or any other Agreement between Customer and BullionDirect®.

      12.13     Assignment. The provisions of this Agreement shall be continuous and shall inure to the benefit of BullionDirect®, its successors and assigns, and shall be binding upon Customer and/or the estate, personal representatives, administrators and successors of Customer. BullionDirect® 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 BullionDirect®, and any attempt at such delegation without such consent shall be void.

      12.14     Transaction Charges. Customer agrees that to the extent that any Transactional Fees or other charges imposed by BullionDirect® are held to be in excess of those allowable under any law, such charges shall be reduced to the legal maximum.

      12.15     Severability. In the event that any provisions of this Agreement shall be determined by a court ofcompetent 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.

      12.16     Obligations Due in U.S. Currency. Customers shall pay all obligations owing under this Agreement in the currency of the United States of America.

      12.17     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.

      12.18     Termination. BullionDirect® has the right to terminate the terms of this Agreement upon two (2) days notice to Customer.

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Copyright 1999 - 2015 Bullion Direct.

All rights reserved worldwide.

US Patent No. 7.584.135


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