You agree to the following Terms of Service of use:
BullionDirect® Terms of Service
Please read the BullionDirect® Terms of Service.
BullionDirect® Terms of Service
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
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
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.
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.
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.
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
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
3.6 No Guarantees. Neither
BullionDirect® nor its representatives guarantee any market
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
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,
(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.
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
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
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.
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.
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
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.
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
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
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.
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
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
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.
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.
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
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.
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").
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.
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
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
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.
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
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
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.
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.
BullionDirect® has the right to terminate the terms of this
Agreement upon two (2) days notice to Customer.