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Kitco Rhodium Sponge: Terms and Conditions

 

Updated: July 22, 2015

1.           Definitions

For the purpose of these Terms and Conditions, the following terms shall have the meanings specified below, unless otherwise indicated:

Agreement” or “Terms and Conditions” shall mean these terms and conditions that shall govern the relationship between Kitco and the Customer and include all other applicable Terms and Conditions posted on the Kitco Website, www.kitco.com, and attached hereto and as same may be amended from time to time. Should there be any contradictions between the Terms and Conditions posted on the Kitco Website and these Terms and Conditions, then the Terms and Conditions for Kitco Rhodium Sponge should prevail;

Binding Agreement” shall mean and refer to the legally-binding contract entered into between the Customer and Kitco for Customer Sale Transactions. A Submitted Transaction shall constitute a Binding Agreement between the Customer and Kitco;

Business Day” shall refer to Kitco’s operational hours, between 8:30 a.m. and 4:00 p.m., Monday through Friday, excluding Saturdays, Sundays and any statutory holidays and bank holidays in the province of Quebec;

Cleared Kitco Pool” shall mean unallocated metal deposits of gold, silver, platinum, palladium, or rhodium, or such other metals as may be added or removed from time to time, purchased through Kitco, that have been paid with cleared funds;

Completed Transaction” shall mean and refer to a Customer Sale Transaction in which Kitco Rhodium Sponge has been sold to Kitco, Kitco’s Rhodium Chain of Integrity confirmed as either intact or broken, and payment has been forwarded to the Customer;

Customer” shall mean a customer who enters into a transaction with Kitco for the sale of Kitco Rhodium Sponge and is in compliance with this Agreement and all Terms and Conditions between the Customer and Kitco;

 Customer Sale Transaction” shall mean any sale operation whereby Kitco purchases Rhodium Sponge from its Customer;

Kitco” shall mean Kitco Metals Inc. or any subsidiaries or affiliates of Kitco;

Kitco’s Online Store” shall mean and refer to Kitco’s Precious Metal Store, available at https://online.kitco.com and at https://m.shop.kitco.com;

Kitco Recognized Secure Transport Provider” shall mean and refer to those secure and insured transport providers that Kitco formally recognizes, as authorized to courier Kitco Rhodium Sponge such that the Kitco Rhodium Chain of Integrity is maintained;

Kitco Recognized Storage Facility” shall mean and refer to those depositories that Kitco recognizes as authorized to store Kitco Rhodium Sponge such that the Kitco Rhodium Chain of Integrity is maintained, inclusive of Kitco’s facilities;

Kitco Recognized Supplier” shall mean and refer to those suppliers that Kitco recognizes as authorized to provide Rhodium Sponge;

Kitco’s Rhodium Chain of Integrity” shall mean and refer to the process (as described in Section3.2.3.4) whereby Physical Rhodium shall be delivered, using a Kitco Recognized Secure Transport Provider, in tamper-resistant, sealed containers to a Kitco Recognized Storage Facility or transferred between Kitco Recognized Storage Facilities. Such Physical Rhodium product shall never leave the possession or control of Kitco Recognized Suppliers, Kitco Recognized Secure Transport Provider and Kitco Recognized Storage Facilities;

Kitco Rhodium Sponge” or “Rhodium Sponge” shall mean the powdered form of the element Rhodium in 99.9% pure form, in 1, 5, or 10 ounce in packages with tamper-resistant seals;

Open Transactions” shall mean all contemplated and submitted transactions which have not been completed, as defined in Section 4.7.  For the purpose of locking in a price for a transaction, a Customer Sale Transaction of Kitco Pool is not considered an Open Transaction;

The following terms and conditions shall govern all transactions between the Customer and Kitco, with regards to Kitco Rhodium Sponge.

2.   Application

Customers wishing to sell Kitco Rhodium Sponge must have an account with Kitco.  For Customers who currently have a Kitco account, please refer to Section 3 of these Terms and Conditions.

2.1.    Individual Customers

Individuals may create an account with Kitco online, in person or by telephone.

2.2.    Business Customers

Businesses may create an account by telephone or in person. Business customers are required to provide Kitco with a completed Kitco Business Account Application Form as well as with the relevant documentation listed therein.

Failure to provide all required documentation as set out in the Kitco Business Account Application Form may delay the opening of the business customer account. Upon receipt and formal acceptance of the completed business customer application and copies of the required documentation, Kitco will send a confirmation to the Customer as to whether the application has been approved or rejected. Once the application is approved, Kitco will open an account and inform the Customer of their account details.

The Customer acknowledges that Kitco relies on the veracity of all information provided by the Customer when processing any application. By agreeing to these Terms and Conditions, the Customer warrants that all information provided is true and accurate.

2.3.    Multiple Accounts

Only one account may be created per individual Customer. Kitco will not accept transactions placed by a single Customer over multiple accounts, and the Customer will be held liable for any resulting market loss repayments and administrative fees.

3.           Transactions

3.1.    Storage Accounts

In order to maintain the Kitco Rhodium Chain of Integrity (for further details, see sub-section 3.4.3.4 herein), the Customer must have a storage account with a Kitco Recognized Storage Facility.

It should be noted that with respect to storage accounts for the Customers, there is no contractual relationship between Kitco and the Recognized Storage Facility. The contract is strictly between the Customer and such Kitco Recognized Storage Facility. Kitco bears no obligations or responsibilities with any of the storage accounts. For the avoidance of doubt, nothing in these Terms and Conditions should create a relationship of principal and agent, mandator or mandatory, partnership or joint venture, between Kitco and the Customer.

3.2.    Locking in a Price for Customer Sale Transactions

A price is locked in at the time a Customer Sale Transaction of Kitco Rhodium Sponge is submitted (online or by telephone).  Customers who chose to send Kitco Rhodium Sponge to Kitco along with a packing slip without locking in a price will be contacted by Kitco once their package is received in order to have their transaction submitted.

Should a Customer wish to cancel at any point prior to the transaction being completed, the Customer may be liable for market loss repayments and administrative fees, as described in Sections 5 and 6.

For all Customer Sale Transactions where the Customer has chosen to lock in a price prior to sending Kitco Rhodium Sponge, Kitco guarantees the locked-in price only when the Customer package is postmarked within one (1) Business Day of the date the order is submitted, and must be received within ten (10) Business Days.

Should the amount or type of Precious Metals received by Kitco differ from what was originally submitted by Customer, said deficit amount will be treated as a cancellation and market loss repayments and administrative fees will apply, as described in Sections 5 and 6.  Should the Customer send other products in addition to those initially submitted, Customer will be contacted by Kitco in order to lock in a price for the additional Precious Metal products.

Subject to the conditions below, the price at the time a transaction is submitted will be locked in, regardless of market fluctuations:

3.2.1. Customer Purchase Transactions submitted by Customers residing or having their principal place of business in either Canada or the United States

·                                 Open Transactions with a value up to and including $20,000

Customers who have Open Transactions with a total value that is less than or equal to $20,000 (USD for U.S. dollar transactions and in USD equivalents for transactions in all other currencies, rounded up to the nearest $1000) are required to provide a valid Visa or MasterCard credit card number in order to lock in a transaction sale price for their transaction.

·                                 Open Transactions with a value greater than $20,000 and up to and including $100,000

Customers who have Open Transactions with a total value that is greater than $20,000 and up to and including $100,000 (USD for U.S. dollar transactions and in USD equivalents for transactions in all other currencies, rounded up to the nearest $1000) are required to have at least 15% of the total value of Open Transactions in cleared funds with Kitco or Cleared Kitco Pool in order to lock in a transaction sale price.

·                                 Open Transactions with a value greater than $100,000

Customers who have Open Transactions with a total value that is greater than $100,000 (USD for U.S. dollar transactions and in USD equivalents for transactions in all other currencies, rounded up to the nearest $1000) are required to have at least 25% of the total value of Open Transactions in cleared funds with Kitco or Cleared Kitco Pool in order to lock in a transaction sale price.

3.2.2. Customer Purchase Transactions submitted by Customers residing or having their principal place of business outside of Canada and the United States

·                                 Open Transactions with a value up to and including $100,000

Customers who have Open Transactions with a total value up to and including $100,000 (USD for U.S. dollar transactions and in USD equivalents for transactions in all other currencies, rounded up to the nearest $1000) are required to have at least 15% of the total value of Open Transactions in cleared funds with Kitco or Cleared Kitco Pool in order to lock in a transaction sale price.

·                                 Open Transactions with a value greater $100,000

Customers who have Open Transactions with a total value greater than $100,000 (USD for U.S. dollar transactions and in USD equivalents for transactions in all other currencies, rounded up to the nearest $1000) are required to have at least 25% of the total value of Open Transactions in cleared funds with Kitco or Cleared Kitco Pool in order to lock in a transaction sale price.

3.2.3.    Kitco Rhodium Chain of Integrity

In addition to the conditions described in Sections 3.2.1 and 3.2.2, as applicable, the Kitco Rhodium Chain of Integrity must be confirmed to have been maintained in order to lock in a price for a Customer Sale Transaction.  The price the Customer will receive is dependent on whether the Kitco Rhodium Chain of Integrity remains intact. Kitco will purchase Rhodium Sponge obtained from external suppliers, but the Rhodium Sponge will then be considered as outside the Kitco Rhodium Chain of Integrity and the purchase price will be adjusted accordingly.

3.2.3.1.Kitco Rhodium Chain of Integrity Intact

If the Kitco Rhodium Chain of Integrity has been maintained, Kitco agrees to purchase Rhodium Sponge at 100% of the Kitco Rhodium Pool bid price.

 

The Customer may lock in a sale price upon confirmation of delivery or transfer of the product to one of Kitco’s Recognized Storage Facility. It is the Customer’s responsibility to request confirmation from the relevant Kitco Recognized Storage Facility, and such confirmation must be received by Kitco before a sale price can be locked in.

3.2.3.2.Kitco Rhodium Chain of Integrity Broken

The Kitco Rhodium Chain of Integrity will be considered broken in the following situations:

 

§      The Customer takes possession of the physical product or arranges storage with a storage facility other than a Kitco Recognized Storage Facility, with the seal remaining intact. Kitco agrees to purchase Kitco Rhodium Sponge at 95% of the Kitco Rhodium Pool bid price.

§      The Customer takes possession of the physical product, and tampers with the seal. Kitco agrees to purchase Kitco Rhodium Sponge at 80% of the Kitco Rhodium Pool bid price, less a $250.00 assay fee per bottle.

§      The Customer visits a selected Kitco Recognized Storage Facility, and tampers with the seal. Kitco agrees to purchase Kitco Rhodium Sponge at 80% of the Kitco Rhodium Pool bid price, less a $250.00 assay fee per bottle. In such a case, the Customer will have to ship the Kitco Rhodium Sponge to a Kitco facility in order to proceed with the assaying and all related shipping and insurance fees will be at the Customer’s expense.

In each of the above instances, a sale price may be locked in only upon both the confirmation of the broken Kitco Rhodium Chain of Integrity as well as the required assay test (if applicable).

 

In accepting these Terms and Conditions, the Customer consents to an assay test for any product for which the Kitco Rhodium Chain of Integrity has been broken. The assay test fees will be charged to the Customer; for further information on the applicable assay test fee, please refer to Section 6.2 herein.

3.2.3.3.External Suppliers (Outside the Kitco Rhodium Chain of Integrity)

For the sale of Rhodium Sponge obtained from outside the Kitco Rhodium Chain of Integrity, Kitco will provide a market quotation to the Customer upon request.  This quote will be subject to market conditions and various other factors, such as fineness, quantity and assay procedures.

However, a sale price may be locked in only upon confirmation of receipt of the product by Kitco, subject to the required assay test.

Should the Customer not accept the offered price, the product will be returned to the Customer at their expense.

All freight, shipping, insurance and other charges incurred by Customer, for purposes of delivering Rhodium to Kitco for sale, are the sole responsibility of Customer.

3.2.3.4.Kitco Rhodium Chain of Integrity

In order to secure the highest price, the Kitco Rhodium Chain of Integrity cannot be broken.  The Kitco Rhodium Chain of Integrity will be maintained if the Kitco Rhodium Sponge never leaves the possession and control of a Kitco Recognized Storage Facility and is transported using one of Kitco’s Recognized Transport Provider. 

The Kitco Chain of Integrity is broken when the Customer signs for any delivered package. The Customer assumes all responsibility for the condition of the package once signed for; therefore, it is advisable that the Customer not sign for any package that appears tampered with or damaged in any way.

The list of Kitco Recognized Storage Facilities and Kitco Recognized Transport Provider may be updated from time to time, at Kitco’s sole discretion.

Kitco may also add or remove Kitco Recognized Suppliers from time to time. For a full list of all parties involved in the Kitco Rhodium Chain of Integrity, please visit this link.

3.3.    Credit Cards

As described in Sections 3.3 and 3.4, Customers may be required to provide a valid Visa or MasterCard credit card number when placing Customer Sale Transactions. 

While credit cards are not considered an acceptable form of payment, in the event market loss repayments (as outlined in Section 5) or other fees (as outlined in Section 6) become payable and remain unpaid, the credit card will be charged for such unpaid amounts.  In addition, Customers may choose to pay certain fees (such as shipping and insurance fees) by credit card.

By providing a valid credit card number to Kitco, the Customer confirms that:

§  The Customer is the named credit card holder or is duly authorized to use the credit card; and

§  Kitco may charge unpaid outstanding market loss repayments or other fees to their credit card; and

§  The credit card may be used to lock in a price for a transaction (if applicable).

4.           Payment and Funds on Account

4.1.    Funds on a Kitco Account

Customers may add funds to their Kitco account (also referred to as “funds on account”).  Cleared funds on a Kitco account may be used to lock in a price Customer Sale Transactions.  In order for funds on account to be considered cleared, there must be no hold placed on the funds, and applicable holding periods must have elapsed.

 

Funds on a Customer’s Kitco account belong to the Customer until they are applied to a specific transaction or used as payment for any amount due to Kitco.  These funds shall be specifically identified and segregated at all times from funds belonging to Kitco.

4.2.    Acceptable Methods of Payment and Adding Funds to a Kitco Account

At any one time, payment can be made and funds can be added to an account using only one method in addition to funds on account. Multiple bank wires or checks sent at the same time will not be accepted. 

 

Kitco may refuse payments or funds (in any form whatsoever, including, and without limitation, checks, bank drafts, money orders or bank wires) received from an individual or from an entity that is not the named account owner.  Furthermore, Kitco may request additional documentation before such payment or funds are applied to Customer’s Kitco account.

Kitco accepts the following as methods of payment or of adding funds to a Kitco Account:

4.2.1.    Customers residing or having their principal place of business in either Canada or the United States

Customers residing or having their principal place of business in Canada or the United States may use the following methods of payment or to add funds to their Kitco Account:

§  Bank wire

§  Certified check, Cashier’s check, Teller Check, Official Check (subject to a holding period of three (3) Business Days from the date of receipt to ensure clearance)*

§  Personal and business checks (subject to a holding period of ten (10) Business Days from the date of receipt to ensure clearance)*

§  Bank draft (subject to a holding period of three (3) Business Days from the date of receipt to ensure clearance)*

§  Money order issued by a bank (subject to a holding period of three (3) Business Days from the date of receipt to ensure clearance); Kitco does not accept United States postal orders*

* Subject to a maximum of $10,000 (USD for U.S. dollar transactions, in CAD for Canadian dollar transactions)

Customers who wish to add funds to their Kitco account in either Euros or British Pounds may only do so by bank wire.

4.2.2.    Customers residing or having their principal place of business outside of Canada and the United States

Customers residing or having their principal place of business outside of Canada and the United States may add funds to their Kitco Account by bank wire only and may pay for a Customer Purchase Transaction by bank wire or using cleared funds on Kitco account.

4.3. Checks

Checks are an acceptable method of payment or of adding funds to a Kitco account for Customers residing or having their principal place of business in Canada or the United States (subject to applicable holding periods).  Checks must always reference Customer’s Kitco account in order for funds to be properly applied to said account.

Checks will be returned to the Customer by Kitco if they are incorrectly written (for reasons which include, without limitation, incorrect or missing date, dollar amount discrepancies, incorrect spelling of payee or missing signature).  Incorrectly written checks will be returned to the Customer via regular mail once the Customer has been notified by Kitco of the returned check.  Customers may choose to have their check returned via courier upon payment of a fee of $30 (USD for U.S. dollar transactions, in CAD for Canadian dollar transactions), including applicable taxes.  Said fee can be either added to the amount of the replacement payment, or can be paid by credit card.

Checks are returned by the bank in cases of fraud, counterfeiting, NSF (Non Sufficient Funds) in Customer’s account, ACL (Account Closed) or CNT (Cannot Trace).  Returned checks will be subject to the administrative fee described in Section 6.1.2.

4.4. Bank Wires

Kitco’s bank wire information is made available to the Customer at the end of the online ordering process, through the Customer’s online account transaction details. This information is also made available to the Customer by e-mail, once a transaction is submitted.

Bank wire transfers must respect the payment deadlines described in Section 4.3 herein.  Bank wire transfers must always reference the Customer’s Kitco account in order for funds to be properly applied to said account.

4.4.1.    International Bank Wires

International bank wires may be subject to correspondent bank fees that are deducted while a wire is in transit. As Kitco’s bank is simply the recipient bank, it is impossible to determine the fees that may be deducted by any correspondent banks. Kitco highly recommends that all Customers sending funds from a bank outside the United States and Canada include an additional amount on their bank wire to accommodate for any fees that may be deducted by a correspondent bank. The Customer should confirm with their banking institution the exact amount that may need to be included in the wire to cover all fees that may be deducted. Kitco will always credit the entire amount it receives to the Customer’s account.  Should no fees be deducted, the entire bank wire amount will be credited to the Customer’s account.

Customers may also request confirmation of any correspondent bank fees upon initiation of a bank wire. Kitco suggests Customers contact their banking institution for further clarification.

4.5.    Proceeds from Customer Sale Transactions

Settlement options for a Customer Sale Transaction are as follows:

§  Check by regular mail (CAD and USD transactions only): no service fee

§  Check by courier (CAD and USD transactions only): $30.00 service fee

§  Bank wire for CAD and USD transactions sent to a bank in the USA or Canada : $40.00 service fee

§  Bank wire for CAD and USD transactions sent to a bank outside the USA and Canada: $60 service fee (Kitco will pay all intermediary bank fees)

§  Bank wire for GBP and Euro transactions: equivalent of USD$60.00 service fee

§  Deposit as funds on Customer’s account: no service fee

§  Conversion to Kitco Pool: no service fee

Once a payment option has been selected or if the option to convert to Kitco Pool has been chosen, it cannot be altered for any reason.

Processing and settlement for Customer Sale Transactions may take two (2) Business Days from receipt of Precious Metals into Kitco's account.  However, note that settlement time may vary due to statutory and bank holidays in Canada and in the US, or increased market activity.

Due to anti-money laundering legislation in both the United States and Canada, Kitco cannot forward the proceeds from any Customer Sale Transaction to an individual or entity who is not a designated account owner.  Any payment from a Customer Sale Transaction in a Business Account can be made in the business name only. For Sole Proprietorships, payment can be made in the business name or the sole proprietor’s name, provided proper authorization documentation has been received by Kitco. Note that for any single transaction, payment can be made by only one method in addition to funds on account.

4.6. Completing a Customer Transaction

A Customer Sale Transaction is completed when Kitco has received the Customer package within the deadlines specified in Section 3.2 and Kitco performs its principal obligation. 

Legal ownership of the Customer package will be considered transferred from the Customer to Kitco once the transaction is completed.

5.           Transaction Cancellations

When cancelling a transaction, market loss repayments may apply as a submitted transaction constitutes a binding agreement between Kitco and the Customer. Applicable market loss repayments will be determined based on the following:

5.1.    Customer Purchase Transactions

In the event a Customer Sale Transaction is cancelled, whether by the Customer or by Kitco, market loss charges may be applicable and payable by the Customer. This charge is calculated based on whether there has been a decrease in the price of the Rhodium Sponge from the time a transaction is submitted and the price locked in to the time a transaction is cancelled.

Customer Sale Transactions for Rhodium Sponge will be cancelled in ten (10) Business Days, if product is not received by one of our depositories. Customer must expedite shipment of any product included in their Customer Sale Transactions within one (1) Business Day of the date the price is locked in.

For Customer Sale Transactions cancelled by Kitco, market loss repayments will be calculated using Kitco’s live spot price posted price for rhodium on the day that the deadline for receiving the Rhodium Sponge expires.

For Customer Sale Transactions which are cancelled by the Customer, market loss repayments will be calculated using Kitco’s live spot price at the time a cancellation request is submitted.

Increase in Price of Rhodium Sponge

In the event of an increase in the price of the Rhodium Sponge, the market loss repayment will be equivalent to the difference between the original value of the Customer Sale Transaction and its value at the time of cancellation.

Decrease in Price of Rhodium Sponge

In the event of a decrease in the price of the Rhodium Sponge: no market loss repayment will be applicable.

5.2    Customer Sale Transactions and Scrap Metal Transactions

Transactions may be cancelled at the Customer’s request, provided the transaction has not been completed. Should the Customer request a cancellation, the above cancellation policy will be considered in effect. Fees will be calculated based on Kitco’s live spot price at the time a cancellation request is submitted. Customers must submit all requests for cancellation by telephone only.

5.3.    Cancellation at the Customer's Request

Further to Section 3.2, should the amount or product received by Kitco differ from what was booked by Customer, any deficit amount will be treated as a cancellation and the above cancellation policy will be considered in effect. Market loss repayments will be calculated using Kitco’s live spot price for rhodium on the day the deficit is discovered.

Increase in Price of Precious Metals

In the event of an increase in the price of Precious Metals, the market loss repayment will be equivalent to the difference between the original booked price of the Customer Sale Transaction and the price on the date the deficit is discovered by Kitco, multiplied by the number of pure ounces of which the Customer’s package was deficient.

Decrease in Price of Precious Metals

In the event of a decrease in the price of Precious Metals, no market loss repayment will be applicable.

5.4.    Unauthorized Sale Transaction Request

In the event that a Customer Sale Transaction is initiated when the Customer did not request the transaction, the Customer must notify Kitco immediately upon being made aware of the request so that Kitco may begin examination of the claim without delay.  In the event that Kitco determines that the Customer Sale Transaction was unauthorized, the market loss repayments as outlined in Section 5.2 will be waived.

6.           Fees and Taxes

The following section outlines all fees that Kitco may charge the Customer in relation to the Kitco Rhodium Sponge product. Unless otherwise specified, all fees stated are in both US and Canadian Dollars. A transaction placed in British Pounds or Euros will be converted based on the US Dollar exchange rate at the time the transaction is submitted.

6.1.    Administrative Fees

6.1.1.    Returned Check

An administrative fee of $35.00 (USD for U.S. dollar transactions and in CAD for Canadian dollar transactions), including applicable taxes, will be charged to Customer if a check (of any kind), bank draft or money order that Customer has sent to Kitco has been returned. This includes, but is not limited to, checks returned due to fraud, NSF (Non Sufficient Funds) in Customer’s account, ACL (Account Closed) or CNT (Cannot Trace).

6.1.2.    Transaction Cancellations

In addition to applicable market loss repayments, transactions cancelled pursuant to Section 5 will be subject to an administrative fee of $50.00 (USD for U.S. dollar transactions, in CAD for Canadian dollar transactions and in USD equivalents for transactions in all other currencies), including applicable taxes. 

6.1.3.    Undeliverable Packages

An administrative fee of $50.00 (USD for U.S. dollar transactions and in CAD for Canadian dollar transactions), including applicable taxes, will be charged to Customer in the event that Customer’s Rhodium Sponge is bought back by Kitco as a result of said Rhodium Sponge being returned as undeliverable, further to Section 7 herein. 

6.2.    Sampling and Analysis Fees

If the tamper-resistant seals are found not to be intact through visual inspection when received by Kitco, the Customer will be charged an assay fee of USD$250.00 per container/package of Kitco Rhodium Sponge.

For sales of rhodium that was not purchased from Kitco, a flat fee of USD$250.00 per container/item shall be charged to Customer. Additional fees may be charged depending on the form of the rhodium that the Customer wishes to sell to Kitco.

All shipping, insurance and other delivery charges related to the sampling and analysis of the product will be passed on to the Customer at cost.

6.3.    Fabrication Fees

A transfer from Kitco Rhodium Pool to Kitco Rhodium Sponge is subject to the following fabrication charges:

§  for 1 oz bottles: USD$30/oz

§  for 5 oz bottles: USD$15/oz or USD$75/bottle

§  for 10 oz bottles: USD$10/oz or USD$100/bottle

6.4.    Shipping and Insurance Fees

Should the Customer request that Kitco arrange for shipping or delivery of Kitco Rhodium Sponge, shipping and insurance fees will be applicable. Quotes for shipping and insurance fees will be provided during the transaction process based on the value of the shipment, the type of products being shipped, the shipping method and the shipping destination.  Taxes may apply to shipping and insurance fees.

All shipments prepared by Customer must be properly packaged and labeled in order to accelerate processing times and ensure the safe arrival of Customer packages.  Detailed shipping and packaging instructions can be found on Kitco’s Online Store.  Failure to properly package and label shipments sent to Kitco may result in the insurer rendering insurance coverage void.

6.4.1.    Large Value Shipments

For certain large shipments, standard shipping and insurance rates may not apply.  Large shipments may include (without limitation) orders over $100,000.00 in value, order containing 100 oz / 400 oz gold bars, or orders over 700 oz in total weight.  For large shipments, a quote for shipping and insurance fees will be provided by Kitco on a case by case basis.

Furthermore, Kitco may recommend or require shipment via armored vehicle, which will require delivery to a business, bank, or depository service.  If applicable, the Customer is responsible for all shipping and insurance costs for armored vehicle service. 

For further details, please contact Kitco.

6.5.    Taxes and Duties

Should the Customer request delivery of Kitco Rhodium Sponge to a location outside the United States or Canada, taxes and duties, including Value Added Taxes (VATs), may be applicable, depending on the country of import. The Customer, in agreeing to these Terms and Conditions, acknowledges that any taxes or duties, including VATs, will be the sole responsibility of the Customer and Kitco will not be held liable for any fees.

6.6.    Sales Tax

All fees quoted herein and on Kitco’s Online Store are exclusive of sales tax.  Taxes may apply on some transactions. 

For more information, please contact Kitco.

7.           Undeliverable or Refused Packages

In the event that a Customer has asked Kitco to arrange for delivery of Kitco Rhodium Sponge and that said Kitco Rhodium Sponge is returned to Kitco for any reason, including, without limitation Kitco Rhodium Sponge that has been deemed by the carrier to be undeliverable or is refused by the recipient, Kitco will promptly notify the Customer in order to obtain further shipping instructions.  Once instructions have been received from the Customer, Kitco will arrange for the Customer’s Kitco Rhodium Sponge to be re-shipped and shipping and insurance fees will be applicable as described in Section 6.5.

Instructions regarding the re-shipment of returned Kitco Rhodium Sponge must be received from the Customer no later than three (3) Business Days from the date on which the Customer was notified by Kitco of the return.

Should the Customer fail to contact Kitco regarding re-shipment of the Kitco Rhodium Sponge, or if Kitco is unable to arrange for re-shipment of the returned Kitco Rhodium Sponge within the deadline specified herein, Kitco will proceed to buy back said Kitco Rhodium Sponge.  In these cases, an administrative fee will apply, as described in Section 6.1. 

The Kitco Rhodium Sponge will be bought back by Kitco using Kitco’s live spot price for rhodium on the day the deadline for receiving shipping instructions from the Customer expires, plus applicable premiums.  Proceeds from the sale of returned Kitco Rhodium Sponge will be deposited as funds on Customer’s Kitco account, less any applicable fees. 

8.           Right to Withholding and Compensation (Set-off)

To secure the repayment of any sums payable by Customer to Kitco, including, without limitation, for transactions, market loss repayments and fees, Customer undertakes to maintain and consents that Kitco withholds cleared funds on Customer’s Kitco account or Cleared Kitco Pool, in an amount corresponding to those needed to lock in a price for Customer Transactions, as described in Sections 3.3 and 3.4.  Kitco may withhold said funds on Customer’s Kitco account or Cleared Kitco Pool until full payment has been received.

In case of cancellation of a transaction or non-payment by Customer of any sums payable to Kitco, Kitco may operate compensation, or set-off, between sums payable by Customer to Kitco and any funds on Customer’s Kitco account.

9.   Risk

9.1.    Market Risk

Customers should carefully consider the suitability of Kitco Rhodium Sponge as an investment choice before taking any decisions that may affect their financial situation. Kitco Rhodium Sponge products and accounts are not insured by the Canadian Deposit Insurance Corporation, Canadian Investor Protection Fund or other similar program and may lose value.

The purchase and sale of Kitco Rhodium Sponge involves a high degree of risk and is not suitable for all persons.  The purchase and sale of Kitco Rhodium Sponge provides no guarantee of interest, yield or return. Losses may be incurred both as a result of price devaluation and if price gains do not exceed applicable fees, including those charged herein.  The Customer has read and understands these Terms and Conditions and acknowledges that all risk of decline in the market value of a Kitco Rhodium Sponge is the Customer’s risk and not that of Kitco.  If the Customer has any doubt as to the suitability of Kitco Rhodium Sponge as an investment, the Customer should contact an independent legal or financial advisor.

9.2.    Advice

Kitco has not offered or given and will not provide any investment advice in connection with any transaction and has not offered or given any opinion with respect to the suitability of any transaction made or which might be made by the Customer.

The Customer warrants that Kitco has not offered or given any investment advice to Customer in connection with the products and services offered by Kitco.  In addition, Kitco has not given Customer any opinion with respect to the suitability of any of its products or services for Customer.

10.      Kitco’s Rights

Kitco hereby reserves the following rights and the Customer acknowledges and agrees to the following:

§  Kitco may adjust ASK and BID prices at any time without prior notice.

§  Kitco may withdraw or limit the products or services provided by telephone and on Kitco’s Online Store, or may suspend the availability of Kitco’s Online Store, or suspend the completion of transactions submitted to Kitco, without notice at any time.

§  Kitco may cancel or reject any order at any time.

§  Kitco may place limits on the amounts that may be offered for sale or the amounts that may be bought back by Kitco in any twenty-four (24) hour period.

§  Kitco terminate this Agreement at its sole discretion and may freeze and account or liquidate and close an account at any time for any reason including but not limited to the abuse of policy, criminal activity, circumvention of Kitco’s web security services, and any other violation of these Terms and Conditions.  If the Customer has Kitco Rhodium Sponge, Kitco will close the Customer’s Kitco account and the Customer will deal directly with the Kitco Recognized Storage Facility. 

11.      Limitation of Liability

Kitco hereby reserves the following rights and the Customer acknowledges and agrees to the following:

11.1. Kitco Recognized Storage Facility

In agreeing to these Terms and Conditions, the Customer acknowledges and accepts that the Kitco Recognized Storage Facilities have their own “know your customer” procedures that may be more stringent than those imposed by Kitco, and agrees that Kitco will not be held responsible in the event that the Customer’s application for a storage account is refused.

11.2. Capital Gains/Income Taxes

Kitco does not report any Customer transactions to the Internal Revenue Service or the Canada Revenue Agency or any other relevant tax authorities; however, the purchase or sale of precious metals may be considered reportable as taxable income. It is the Customer’s responsibility to contact a financial advisor for further information. Kitco will not be held liable for any capital gains or tax implications due to the purchase or sale of Kitco Rhodium Sponge by the Customer.

11.3. Technical Issues

11.3.1.  Electronic Order Entry Risk Disclosure and Disclaimer

Kitco specifically disclaims any liability or responsibility for orders placed via the Kitco online order entry system, for any losses, or direct, indirect, consequential or incidental damages, which the Customer may recognize or incur as a result of the use of the Kitco online order entry system. Further, Kitco specifically disclaims any liability for the interruption, cancellation or other termination of the Kitco online order entry system.

11.3.2.  Negligence

All orders placed through the order entry system are taken on a best efforts basis. Kitco shall not be responsible for errors, negligence or inability to execute orders. Nor shall Kitco be responsible for any delays in the transmission, delivery or execution of Customer's order due to breakdown or failure of transmission or communication facilities, or to any other cause or causes beyond Kitco's reasonable control or anticipation.

11.3.3.  Possible System Failure

Order entry systems have been designed to provide an efficient and dependable method for entering orders. Commercial internet service providers are not 100% reliable and a failure by one or more of these providers may affect internet based order entry. The Customer acknowledges that the order entry system is a mechanical system and as such may be subject to failure beyond the control of Kitco.

11.4. Internet security

Kitco adheres to the highest security measures to ensure Customer data is protected against theft, loss, and corruption, and against the misuse and alteration of any Customer data stored on our servers. However, when a Customer accesses their account via a public or unsecured computer terminal or if a Customer chooses to share their account username and password (“Electronic Identification Information”), Kitco cannot guarantee the security of account data.

Sensitive communication between the Customer and Kitco’s online store is always protected via encryption while in transit, using the SSL encryption standard. However, the Customer should be aware that Kitco has no control over the privacy of Customer e-mail communications with us. We highly recommend that Customers not include private and sensitive information in e-mails to Kitco. Kitco will not be held liable for any damages suffered by Customers should they transmit confidential or sensitive information to us through e-mail.

Information provided on Kitco’s website is not intended to provide legal, accounting, or tax advice, and should not be relied upon in that regard. Kitco is not responsible in any manner for direct, indirect, special or consequential damages howsoever caused, arising out of the use of its website.

11.5. Indemnification

Except as otherwise expressly provided, Kitco shall not be liable for any loss or damage, whether direct or indirect, resulting from the transactions contemplated by these Terms and Conditions

Kitco shall not be liable under any circumstances whatsoever for special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not caused by the fault or neglect of Kitco and whether or not Kitco had knowledge that such losses or damages might be incurred.

The limitations and exclusions in this clause shall apply to all claims of whatsoever nature, kind and description, whether arising from breach of contract, delay or non-delivery of services, negligence or otherwise.

11.6. Force Majeure

Kitco shall not be liable for any failure to perform its obligations hereunder due to fire, computer viruses, network failure, computer hardware failure, explosion, flood, lightning, act of terrorism, war, rebellion, riot, sabotage, orders or requests of any government or any other authority, legislative changes, strikes, lockouts or other labour disputes, or events or circumstances beyond its reasonable control, but Kitco shall use commercially reasonable endeavors to minimize dangers or losses to the Customer as a consequence of such events.

11.7. Joint Accounts

For joint accounts with Kitco, Kitco is authorized to act on the instructions of either one of the named Customers, without further enquiry with regard to any and all transactions in any way related to the joint account and the disposition, transfer, deposit or withdrawal of any amount or of any or all of the funds or Kitco Pool held in the joint account. Kitco shall have no responsibility or obligation for further enquiry into such apparent authority, and shall bear no liability and disclaims all responsibility for the consequences of any acts or omissions made in reliance upon such instructions.

11.8. Market Conditions

Kitco is under no obligation to purchase Kitco Rhodium Sponge from Customers, at any time.

12.      Customer Obligations and Liability

12.1. Ownership and Authority

Customer hereby warrants that it is either the owner or the authorized agent of the owner of any Rhodium Sponge sent or brought to Kitco for the purpose of a Customer Sale Transaction.  Customer further warrants that it is authorized to accept and is accepting the terms of this Agreement not only for itself but also as agent for or on behalf of all other parties who have or may hereafter have any interest in said Rhodium Sponge.

12.2. Compliance and Due Diligence

The Customer is responsible for complying with all laws of the jurisdiction from which the Customer accesses the Kitco Website or calls from or receives the services described herein, and the Customer shall at all times be solely responsible for obtaining any authorizations required by any authoritative body in such jurisdiction.

The Customer has carried out reasonable due diligence to ensure that the purchase and sale of Kitco Rhodium Sponge as provided under these Terms and Conditions is not contrary to any laws or regulations of the Customer’s governing jurisdiction, and that the acceptance of these Terms and Conditions by the Customer and the entering into of a Customer Purchase Transaction or Customer Sale Transaction is not contrary to any federal, provincial, state or any other law or regulation applicable to the Customer.

12.3. Protection of Electronic Identification Information

It is the Customer’s obligation to ensure that its Electronic Identification Information is kept secret.  The Customer agrees to keep their Electronic Identification Information and all components thereof secret and safe to prevent unauthorized use.

12.4. Notification

If a Customer believes that any transaction or balance recorded in their account is incorrect, the Customer must contact Kitco immediately to notify Kitco of suspected unauthorized use of Customer’s Electronic Identification Information.  Customers are responsible for ensuring the accuracy of the information displayed in their account, howsoever accessed.  Kitco will not be held liable should a Customer fail to disclose any unauthorized use of Electronic Identification Information and Customer’s Kitco accounts.

12.5. Customer liability

Kitco will be under no obligation to confirm the actual identity or authority of any user of the Electronic Identification Information or any component thereof.

The Customer will not be responsible for any unauthorized use of Electronic Identification Information occurring after notifying Kitco of the suspected unauthorized use as indicated in sub-section 11.4 above.

13.       Intellectual Property, Trademarks, Logos

All of the intellectual property rights including without limitation trademarks, service marks, trade names, copyright and other rights used or embodied in this website are and will remain the sole property of Kitco (or its suppliers where applicable).

All information and material supplied by Kitco, constitutes part of Kitco's confidential and proprietary information and no Customer participating in any of its programs may reproduce, copy or disclose such information without the prior written consent of Kitco.

No party accessing this website may attempt to, tamper with, modify, reverse engineer, gain unauthorized access to, or in any way alter any software used in Kitco’s programs or comprising Kitco’s website.

14.       Consent

The Customer hereby consents to Kitco requesting and accessing information from the Kitco Recognized Storage Facility in order to make the determination on the Kitco Rhodium Chain of Integrity. It is the Customer’s responsibility to contact the Kitco Recognized Storage Facility upon initiation of a Customer Purchase or Sale Transaction to give consent for such communications. Any failure to do so may result in the cancellation of the Customer’s transaction with resulting market loss charges and other fees (for further details, see Sections 5 and 6 herein).

15.      Miscellaneous

15.1.    Insolvency

In the event: (i) that a receiver or trustee is appointed in respect of the property and assets of the Customer as a result of the latter’s insolvency or bankruptcy, and (ii) that the Kitco Recognized Storage Facility is requested by the receiver or trustee to remit such Customer’s Kitco Rhodium Sponge, the Kitco Recognized Storage Facility shall be entitled to direct the receiver or trustee to Kitco so that the transaction order is placed through Kitco in accordance with this Agreement.  Any inquiries by the said trustee or receiver regarding the present Agreement between the Customer and Kitco shall be directed to Kitco, and any inquiries regarding the agreement between the Customer and any Kitco Recognized Storage Facility shall be directed to such storage facility.

In the event: (i) that a receiver or trustee is appointed in respect of the property and assets of Kitco as a result of its insolvency or bankruptcy, and (ii) that a Kitco Recognized Storage Facility is requested to remit any of the Kitco Rhodium Sponge owned by the Customer to the Customer, the Kitco Recognized Storage Facility shall be entitled to remit such rhodium to the Customer without the approval or intervention of Kitco, notwithstanding any other provision of this Agreement.

15.2. Death of Customer

15.2.1.           Individual Account

In the event of Customer death, Kitco will require full documentation of the Customer’s estate, including a copy of a death certificate, will or trust documentation, and any probate information if applicable. Upon confirmation of a Customer death, Kitco will freeze the Customer’s account and act in accordance with the conditions set out in the Customer’s will, or as instructed by the trustee of the Customer’s estate. It is the sole responsibility of the Customer to ensure that such documentation will be provided for in the event of death.  Kitco cannot assist in the settling of terms with the Kitco Recognized Storage Facility.

15.2.2.           Joint Account

Except for accounts where either of the Customers in a joint account with Kitco resides in the Province of Quebec, in the event of death of any one of the named Customers, the deceased Customer’s interest in the Account will pass automatically to the surviving Customer.

It is agreed that in the event of death of one of the named Customers, the surviving Customer shall immediately give Kitco written notice thereof, and Kitco may require such papers, retain such portion and/or take any measures it deems advisable, including restricting transactions or liquidating the joint account, to protect itself against any tax, liability, penalty or loss under any applicable laws. The estate of the deceased Customer and the surviving Customer shall continue to be liable, jointly and severally, to Kitco for any obligation incurred prior to Kitco’s receipt of written notice of the death of such Customer or for any loss, damage or costs incurred by Kitco, including reasonable attorney fees, in any dispute between the estate of a deceased Customer, the surviving Customer or a third party.  Kitco cannot assist in the settling of terms with the Kitco Recognized Storage Facility.

15.3. Changes to Terms and Conditions

Kitco reserves the right to amend these Terms and Conditions, any applicable fees and charges, or any services, rights or obligations provided for herein at its sole discretion, at any time, without prior notice to the Customer. Acceptance of these Terms and Conditions is limited to the acknowledged transaction and is not applicable to any future transactions. The Customer will be responsible for accepting the Terms and Conditions for every subsequent transaction.

15.4.    Applicable Law

These Terms and Conditions shall be construed in accordance with and governed by the laws applicable in the Province of Quebec and the laws of Canada applicable therein. The Customer hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of the province of Quebec in respect of all matters or disputes arising from these Terms and Conditions, except as otherwise specifically stated herein.

15.5.    Binding Effect

The Customer agrees that these Terms and Conditions shall have a binding effect on the Customer and its successors, heirs, legal representatives and permitted assigns.

15.6.    Severability

In the event that any provision in these Terms and Conditions are determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms and Conditions.

15.7. Language

The parties hereto have expressly required that this agreement and all deeds, documents or notices relating thereto be executed in the English language.  Les parties aux présentes ont expressément convenu que cette entente et tout autre acte, document ou avis y afférent soient rédigés en anglais.

15.8. Privacy

Kitco respects your privacy.  Our privacy policy is available at:

https://online.kitco.com/help/privacy_policy.html

 

The Customer acknowledges having read the above terms and conditions and agrees to being bound thereby.

 

 

This document contains confidential and proprietary information of Kitco Metals Inc.

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