Terms & Conditions
STANDARD REFINING CONDITIONS
Any contract made based upon this Quotation is expressly limited to the terms and conditions of this Quotation, and European Precious Metals Limited. ("Refiner") is not bound by any term or condition of Customer's purchase orders or acknowledgement forms or similar documents (the "Customer's Forms") which may be at variance with the terms and conditions of this Quotation which are included herein or attached hereto. Refiner's failure to object to provisions contained in Customer's Forms shall not be deemed a waiver of the terms and conditions contained herein. Any conditions in the Customer's Forms which do not conform to the terms of this Quotation will not be deemed accepted by Refiner unless such acceptance is specific and is noted in writing by Refiner. In addition, no modifications of or additions to the terms and conditions outlined herein will be recognized by Refiner unless specifically agreed to in writing and signed by an authorized officer of Refiner.
1. Packing
Cost of packing material and containers shall be for the account of Customer and shall be non-returnable. Customer shall not deliver materials containing carcinogenic substances without the refiner's written prior approval. Refiner shall have the option to accept or reject deleterious, hazardous or toxic material or to impose special handling charges for such material. Customer shall insure that all material, particularly material of a hazardous or toxic nature must be packaged, labeled and transported and delivered to Refiner in accordance with all applicable rules, regulations, tariffs, ordinances and statutes and shall contain appropriate material
Safety data sheets.
2. Deleterious Materials
Materials containing the following elements above the imposed levels may cause damage to Refiners refining process or be environmentally hazardous and will not be accepted for refining purposes without prior written approval:
Sn 5% Hg Trace
Pb 2% in dry residues, Cd Trace
no limit in melt Br Trace
Ni 10% in dry residues, Zn 5%, can be higher in rich residues greater
50% in melt than 10% PGM
Bi 2% Na 2%, can be higher in rich residues greater
Te 400 ppm than 10% PGM
Se 400 ppm W 5%, must be considered on individual basis
Sb 400 ppm Mo 5%, must be considered on individual basis
As 400 ppm Cyanide None
Be None Radioactive elements None
All costs and liabilities arising out of or related to improperly classified material or failure of Customer to identify material on the deleterious elements list shall be for the Customer's account.
3. Documentation
All material shall be accompanied by a delivery document giving the gross, tare, and net weight of each container and a description of the contents and its precious metal content.
4. Returnable Metal
Customer must obtain, prior to delivery of material, Refiner's agreement as to which precious metals in the material are to be analyzed and refined and the percent of such metal that is returnable to Customer ("Returnable Metal"). Absent such agreement, the returnable metal shall be determined by Refiner. Refiner shall have no liability whatsoever to Customer beyond that set forth in the Refiner's Agreement. Unless otherwise agreed, Material containing the following elements below the specified levels cannot be returned.
Platinum 0.05% Palladium 0.05% Ruthenium 0.10%
Iridium 0.10% Gold 0.05% OS Must be considered on
Rhodium 0.10% Silver 0.05% individual basis.
5. Delivery
Unless otherwise agreed, all materials shall be delivered F.O.C. Refiner's refinery. Customer shall bear the expense of freight, insurance, taxes, and other fees associated with the transportation or delivery of the material to the refinery and shall bear the risk of loss of the material during transit. Where material delivered does not conform to Customer's description of material in the quotation or order, Refiner reserves the right to cancel the Agreement or alter the quotation. If the agreement is cancelled, all costs incurred shall be borne by Customer.
Acknowledgement by Refiner of delivery on carrier's receipt shall not constitute agreement as to the description, weight or composition of the material described nor acceptance of objectionable material. The material shall remain at Customer's risk until completion of unloading at refinery in the presence of Refiner's duly authorized agent.
6. Weighing and Sampling
All materials will be weighed for gross weight upon receipt and Refiner shall acknowledge receipt of each shipment of material received within a reasonable period of time. Material which does not agree with advised weight shall be put on hold and customer shall be notified. If material's gross weight agrees with Customer advised weight within acceptable industry tolerance or in the absence of an advised weight by Customer, Refiner shall proceed with processing.
All materials shall thereafter be weighed and sampled in the Refiner's standard technical manner and at the time appointed by Refiner. Customer shall be entitled, at its expense, to be represented at the weighing and sampling operation by a representative approved by Refiner, such approval not to be unreasonably withheld. A Customer requiring representation shall notify Refiner to that effect in writing prior to delivery of the material and shall at the same time inform Refiner of the name, address and job description of the Customer's proposed representative. In the absence of such notification, or if the Customer's representative is not present at the appointed time, Refiner shall be entitled to assume that the Customer does not wish to exercise his right to representation and Refiner may proceed to weigh and sample in the Customer's absence. Customer's representative shall be responsible to insure he has received weighing and sampling documentation normally available to a customer at the conclusion of the proceedings. Unless written instructions to the contrary are received from the representative or prior to or at the time of delivery of material to the refinery, Refiner shall be entitled to release the material for processing. Where such instructions are received or where Customer's representative is dissatisfied with the sampling procedure. Customer shall be entitled to have the material
resampled and assayed at its own expense provided such instructions are given to Refiner immediately upon the conclusion of the sampling process. Slag and extraneous matter will either be refined or disposed of by Refiner at Customer's expense or shipped to Customer or such other destination as if specified by Customer at Customer's expense.
7. Customer Warranty
Customer warrants that it has all right, title and interest in the material free of all liens and shall indemnify and hold Refiner harmless from any and all suits, judgments or damages based upon a claim by third parties to the contrary. Customer further warrants the accuracy of the contents of its documentation and that the material, unless otherwise noted, does not contain carcinogenic, hazardous, toxic or deleterious materials and that the Material Safety Data Sheets provided with this documentation or with a prior similar delivery of material are current and applicable to this order and agrees to indemnify and hold Refiner harmless for any breach of this warranty.
Customer shall indemnify and hold harmless Refiner on whose property the goods are present in the course of the material preparation process, the assaying process and/or the refining process and its employees, representatives or agents, against all claims, liabilities, losses, damages and expenses, resulting from any defects or health hazards in the material or from any instructions or false or misleading information given or supplied by Customer or of any character whatsoever, including bodily injuries, sickness, disease and/or death at any time resulting from any of the foregoing, sustained by any employee or representative of Refiner while in, on or about the property of Refiner during the material preparation process, the assaying process or the refining
process, if such injury, sickness, disease and/or death was in any way connected with any work under or other terms of this Quotation or with the performance of or failure to perform said work whether or not such bodily injury, sickness, disease, and/or death was in any way connected with the negligence of Refiner except for willful misconduct of Refiner, its employees, representatives, subcontractors or agents. Customer shall be responsible and liable for the loss or destruction of, or damage to, all tools, equipment and other personal property of Refiner, whether or not such loss, destruction or damage was in any way connected with the negligence of Customer, or any of Customer's employees or agents. Customer will indemnify Refiner against all costs, claims and proceedings arising out of or in connection with the material except in so far as caused by the negligence of Refiner, its servants, agents, employees or representatives. Customer shall indemnify Refiner against all actions, proceedings, losses, claims, costs, damages, and expenses whatsoever in respect of loss of life, personal injury or damage to property arising out of or in
connection with execution of any work covered by this contract resulting from any defects or health hazards in the material or from any instructions or false or misleading information given or supplied by Customer in connection with the contract unless such loss of life, personal injury or damage to property is attributable solely to Refiner or those in its employ.
8. Assay and Settlement
Samples drawn by Refiner shall be assayed to determine the precious metal contents using Refiner's then current assay procedure. Refiner shall assay the material only for those elements identified in Customer's agreement or shipping document. Such metal return determination shall be used for settlement purposes using Refiner's settlement procedure. Copies of Refiner's then current settlement procedures are available on demand.
9. Refiner's Limited Warranty
Unless otherwise stated on the face of this agreement, the following standard commercial purifies shall apply to precious metals to be returned to Customer by Refiner ("Refined Metal"). Refined Metal shall be in available form as determined by Refiner, normally sponge or grain.
Platinum 99.95 Silver 99.90 Rhodium 99.90
Palladium 99.95 Iridium 99.90 Ruthenium 99.90
Gold 99.95
10. Delivery
Unless otherwise provided in this Agreement, delivery dates are quoted from date of receipt. If instructed by customer to hold material from processing pending weight agreement or assay settlement, delivery times will commence on the date of release or settlement. Refiner will make every effort to meet the delivery date, however, in no circumstances shall Refiner be liable for direct or consequential losses sustained by the Customer through market fluctuations or any other cause whatsoever arising out of the late delivery of metal by Refiner. Settlement dates may be extended by Refiner due to plant shutdown, inventories or backlogs throughout the year.
11. Charges
Unless otherwise agreed, preparation, treatment, refining and other charges shall be Refiner's customary charges in effect on the date of receipt of the material. Sales, use, excise or other taxes or assessments, levies or other governmental charges are in addition to the charges and shall be paid for by the Customer. Unless otherwise agreed by Customer and Refiner, or unless deducted by Refiner from Refined Metal, all charges are payable net ten (10) days date of invoice. Refiner shall be entitled to withhold delivery of any Refined Metal or money due to the Customer until such time as all amounts due from the Customer to Refiner shall have been
paid. If Customer becomes delinquent in payments to Refiner or any affiliate of Refiner under this or any other agreement, or order, then Refiner has the right, in addition to any other remedy to which it may be entitled in law or equity, to (I) cancel the order, (ii) refuse to make further deliveries, (iii) declare due and payable immediately all unpaid amounts for goods previously delivered to Customer end/or in process, (iv) sell any metal, fabricated or otherwise, held for Customer or standing to the credit of its account and apply the proceeds of such sale in or
towards the satisfaction of such indebtedness, and/or (v) subject all claims for money, including commissions, or goods due or to become due from Refiner or any affiliate of Refiner to deduction or setoff against any counterclaim of Refiner or any affiliate of Refiner arising out of this Agreement or any other agreement or order. Customer acknowledges that its business dealings with Refiner and its affiliates constitute a single continuous transaction, notwithstanding the issuance of separate agreements, purchase orders, acknowledgments or similar documents from time-to-time.
12. Limited Liability
(a) Liability of Refiner for any Refined Metal returned to Customer which does not meet the warranty specifications set forth in paragraph 9 shall be limited to replacement of the Refined Metal, provided Customer shall have given Refiner notice of its claim within seven (7) days of receipt of the Refined Metal. This warranty is in lieu of all other warranties, expressed or implied, arising by law or custom including without limitation any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Customer shall return the nonconforming Refined Metal to Refiner and shall have the risk of loss of same until receipt at the
refinery.
(b) Except as provided in 14(a), in no event shall Refiner be liable for incidental or consequential damages incurred by Customer for breach of any obligation arising out of or relating to the transactions herein or the subsequent sale or use of the metal delivered to Customer. In no event shall the aggregate liabilities of Refiner to Customer arising out of or relating to any such breach(s) exceed the aggregate refining charges actually paid by Customer to Refiner in regard to the material or metals which are the subject of the breach.
13. Force Majeure
In the event Refiner's operations are prevented, interrupted, hindered, delayed or rendered unduly expensive by any cause whatsoever beyond Refiner's reasonable control, Refiner shall promptly give notice thereof to Customer and shall have the right to defer the performance of the contract for so long as such force majeure shall continue. If the duration of the force majeure should exceed a period of thirty (30) days and the parties, negotiating in good faith, cannot within a reasonable period thereafter agree on a new program for the performance of the contract, either party shall be entitled to cancel the contract by giving notice to the other to that effect.
Refiner shall have no obligation to make any allocation of its available refining, delivery, analytical refining services or other resources, but may, at its sole option, elect to allocate its available resources among any or all of its customers, its divisions and affiliates of Refiner upon such basis as Refiner in its sole discretion may determine without liability whatsoever for any failure to perform.
14. Miscellaneous
This quotation constitutes the entire understanding of the parties concerning the subject matter hereof and no modification of this Quotation, whether arising from any usage or trade, course of dealing, course of performance, evidence of consistent additional terms or otherwise shall be binding upon either party unless reduced to writing and signed by both parties. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach, default, right or remedy, unless expressed in writing signed by the party to be bound. Performance hereunder shall be construed and governed by the laws of the United Kingdom. Neither this agreement, or any interest therein shall be transferred or assigned by the parties hereto except upon the prior written consent of the other party.
15. Termination
If either party shall default or commit any breach of their obligations hereunder, or if any distress or execution shall be levied upon either party's property or assets or if either party shall make or offer to make any arrangement or composition with creditors, or commence any act of bankruptcy, or if the receiver of such party's property or assets or any part thereof shall be appointed, the other shall have the right forthwith to terminate the contract, end upon written notice of such termination being given, the contract will be deemed to have been terminated without prejudice to any rights of either party accrued prior to the date of such termination.
Weight Calculator Terms
1. By using this application you agree that European Precious Metals Ltd. are not responsible for the use of this program or any consequence associated with its use.
2. Any calculations should be checked before any orders or financial commitment are entered into.