AGREEMENT FOR PURCHASE OF GOLD BULLION is made on the [Date] between:
Goldcap (company number 15084545) whose registered office address is Sierra Quebec Bravo, 77 Marsh Wall,London E14 9SH (the “Seller”);and
[Client Name] and[Client Address] (the “Purchaser”).
Background:
1. RECITALS
A. The Seller is the provider of the agreed amount of Gold Assets provided to the Purchaser and the agreed price(see below).
B. This Agreement shall commence on the date indicated above and shall continue until such time as either party terminates it in accordance with the provisions of this Agreement.
C. The Purchaser hereby irrevocably subscribes for and agrees to purchase from Goldcap.
2. DEFINITIONS AND INTERPRETATION
By signing this Agreement, the Purchaser agrees that the conditions of this Agreement shall apply to all transactions between them and Goldcap for the purchase, sale and delivery of precious metals, numismatic coins and other products offered by Goldcap (collectively, the “Products”).
These terms constitute the agreement and understanding of both parties and supersede any previous agreement or understanding between the parties relating to the subject matters of these terms.
The Purchaser acknowledges that Goldcap does not give investment advice and are not authorised or regulated by the Financial Conduct Authority.
The Purchaser acknowledges that Goldcap cannot provide advice on any potential tax implications of purchasing goods from us.
The Purchaser acknowledges that they have not relied on any statement, promise, assurance or representation made by or on behalf of the Seller that is not already set out in these terms.
The Purchaser understands that any marketing material is for guidance only and no past performance stated gives an indication of future performance.
The price of Gold can fall as well as rise.
3. AGREEMENTS
3.1 On the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, convey, assign, transfer and deliver to the Purchaser or Purchaser's designee as set forth herein, and the Purchaser agrees to purchase from the Seller, at the Closing Date set out above, all of the Acquired Assets.
3.2 As consideration for the sale, conveyance, assignment, transfer and delivery of the Acquired Assets, having a value, based upon the Gold Spot Price the Purchasers agrees on the Closing Date.
3.3 The Seller shall deliver to the Purchasers confirmation of sale, and other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of the Purchasers and assigns the absolute, legal and equitable title to all of the Acquired Assets.Acquired Assets are to remain in the possession of Seller until delivery is directed by Purchasers.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to Purchasers that:
4.1 The Seller has the requisite power and authority to own and operate its assets, properties and business and to carry on its business as now conducted.
4.2 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been duly authorised and approved by the Seller, and, when executed by the Seller, this Agreement will constitute a legal, valid and binding agreement of the Seller.
4.3 The Seller, or upon delivery, will have good and marketable title to all of its assets and properties, including, without limitation, the Acquired Assets.
4.4 To Seller's knowledge, there is no suit, claim, action or proceeding now pending or threatened before any court, administrative or regulatory agency or any basis for such a claim which may result in any judgment, order, decree, liability or other determination which could have an adverse effect, financial or otherwise, upon Seller or any of the Acquired Assets. No such judgment, order or decree has been entered which has or could have such effect.
4.5 No consent is necessary to effect the transfer to Purchasers of any of the Acquired Assets and, upon the completion of the transactions, Purchasers will be entitled to use the Acquired Assets to the full extent that Seller used the same immediately prior to the transfer of the Acquired Assets.
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
The Purchasers hereby represents and warrants to Seller that:
5.1 Purchasers is a corporation duly organised, validly existing and in good standing under the laws of England and Wales. Purchasers has the requisite power and authority to own and operate its assets, properties and business and to carry on its obligations here under.
5.2 The execution and delivery of this Agreement and the transactions considered hereby have been duly authorised and approved by the board of directors, and, when executed by the authorised representative of the Purchasers, this Agreement will constitute a legal, valid and binding agreement of Purchasers
5.3 The execution and delivery of this Agreement will not violate the Certificate of Incorporation or the bylaws of the Purchasers or any agreement, contract or other instrument to which Purchasers is a party, or any statute, rule, regulation, order, judgment, award or decree.
5.4 There is no litigation, proceeding or investigation pending or, to the knowledge of the Purchasers; threatened against the Purchasers affecting any of the acquired assets or properties that could result, either in any case or in the aggregate, in any material adverse change in the assets, properties or business of the Purchasers, or that could impair the validity of this Agreement or any action to be taken pursuant to this Agreement.
5.5 Neither this Agreement, nor any written statement or certificate or certificate furnished by the Purchasers in connection with this Agreement, contains an untrue statement of a material factor omits to state a fact that is necessary in order to make the statements contained herein and therein, in light of the circumstances under which they are made, not materially misleading.
6. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASERS
All obligations of Purchasers under this Agreement are, at its option, subject to fulfilment of each
of the following conditions prior to or at the closing:
6.1 Purchasers must be over the age of 18; and by placing an order you confirm that you meet this age requirement.
6.2 Purchasers ordering goods to be received outside of the UK may be subject to import duties and taxes, which may be applied once the goods arrive in the country of destination. The Purchaser is responsible for any additional charges relating to this matter. The Seller has no control of Customs Policies; which vary from country to country. Purchasers should contact their local customs office for further information
6.3 Prices on any orders placed online through the website amounting to greater than £25,000 will be confirmed via email through an order confirmation. Payment must be made immediately, unless otherwise discussed and confirmed in writing by the supplier.
6.4 As per clause 12.1, you also agree to provide certified proof of identity. As standard we require; a certified copy of the Purchaser’s photographic ID and a copy of a recent utility bill. Supporting documentation maybe requested to meet with anti-money laundering and fraud legislations that govern our industry. Information supplied may be given to credit reference or fraud prevention agencies.
6.5 All personal information provided by the Purchasers will be treated in accordance with the Data Protection Act 2018 - the UK’s implementation of the General Data Protection Regulation (GDPR).
6.6 The supplier reserves the right to cancel all orders even after payment is received. In the event the supplier cancels an order, the supplier will issue a full refund.
6.7 Once an order is placed through the website or over the phone, cancellations are NOT possible under the distance selling regulations due to the fluctuating nature of the precious metals market. The Purchasers is responsible for the balance payment of all orders placed. The supplier reserves the right to pursue payment for any orders placed.
6.8. All representations and warranties of Seller made in this Agreement delivered by Seller shall be true and correct as of the Closing Date with the same force and effect as if made on and as of that date
6.9 Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing Date.
7. CONDITIONS PURSUANT TO THE OBLIGATIONS OF THE SELLER
All obligations of Seller under this Agreement are, at its option, subject to fulfilment of each of the following conditions prior to or at the closing:
7.1 The supplier is not responsible for the manufacturing of the goods supplied on this website, unless otherwise specified. The supplier aims to ensure all product information is correct, though actual product packing and / or materials may contain more detailed information / vary to advertised. Information provided by the supplier on this website is for informational purposes only. We recommend Purchasers conduct their own independent research and do not rely solely on information provided by the supplier.
7.2 Prices shown on the website are “live” and will become fixed at the time of purchase. Prices are based on the current trading prices of gold and silver which can be seen on the website. Multiple goods placed in a single transaction maybe subject to changes in price due to stock availability and market fluctuations.
7.3 Prices can be fixed over the phone by speaking with our sales team. A copy of the terms and conditions will be provided by email where possible, where an order is placed over the phone.
7.4 Prices and availability are subject to change without notice
7.5 All orders placed can be placed by Debit Card, without restriction.
7.6 Pricing given on our website are inclusive of VAT (value added tax). The Purchasers may have to pay additional charges such as postage, insurance and storage at the same time as part of the overall cost for the goods
7.7 All representations and warranties of Purchasers made in this Agreement delivered by Purchasers shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of that date
7.8 Purchasers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Purchasers prior to or at the Closing Date.
8. ASSURANCE & CANCELLATION
8.1 Following the closing, the Seller agrees to, acknowledge and deliver to the Purchasers such further instruments of assignment, conveyance and transfer and take any other action as the Purchasers may reasonably request in order to more effectively convey, sell, transfer and assign to the Purchasers any of the Acquired Assets, to confirm the title of the Purchasers thereto, and to assist the Purchasers in exercising rights with respect to the Acquired Assets.
8.2 Pursuant to clause 6.7, above, in the event you do wish to cancel an order, based on pre-order where the item is yet to come into stock, you will be subject to a 2.5% cancellation charge of the total order value, plus any additional losses owing due to product prices being subject to fluctuation.
8.3 Due to the nature of the following product types, we will not accept refunds or returns on; bullion coins, bullion bars, proof coins, pre-owned coins or any coins deemed to have ‘milk spots’ unless the item does not contain the stated amount of precious metal when sold. If we feel the goods are below standard, we will provide you with an exchange. The Purchasers is liable to a deduction from a full reimbursement if the value of the goods when returned is diminished e.g.handling of the goods (except where necessary).
9. INDEMNIFICATION
9.1 Seller agrees to indemnify Purchasers against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties, and reasonable Lawyer's fees, incurred by Purchasers arising, resulting from, or relating to any breach or failure by Seller to perform, any of its representations, warranties or covenants in this Agreement or in any Exhibit or other document furnished or to be furnished by Seller under this Agreement.
9.2 Purchasers agree to indemnify the Seller against any and all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties, and reasonable attorney's fees, incurred by Seller arising, resulting from, or relating to any breach of, or failure by Purchasers to perform, any of its representations, warranties or covenants in this Agreement or in any Exhibit or other document provided or to be provided by Purchasers under this Agreement, or by reason of any act or omission of Purchasers or any of its successors or assigns after the Closing Date that constitutes a breach or default under, or, a failure to perform, any obligation, duty, or liability of Seller under any contract, lease, license or other agreement to which it is a party or by which it is bound at the Closing Date, but only to the extent to which Purchasers expressly assumes these obligations, duties and liabilities under this Agreement.
10. FORCE MAJEUR
10.1 The parties hereto shall not be held liable for any failure to perform under the "Force Majeure" clause as regulated by the International Chamber of Commerce, Paris – France which clauses are deemed to be incorporated herein.
11. MISCELLANEOUS/GENERAL PROVISIONS
11.1. Nothing in this Agreement shall create, or be deemed to create, a joint venture or partnership or the relationship between the parties. Save as expressly authorised by this Agreement, neither party shall be entitled to act as, or represent that it is, the agent of the other party for any purpose.
11.2 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts for any dispute arising hereunder.
11.3 Neither party may transfer, charge or otherwise seek to deal with any of its rights or obligations under the Contract without the prior written consent of the other party (not to be unreasonably withheld).
11.4 All notices, requests, demands and other communications contemplated under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by Royal Mail, certified or registered mail, postage prepaid, addressed to the following parties, their successors in interest, or their permitted assignee's at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid
11.5 Except as otherwise expressly provided herein, none of the remedies set forth in this Agreement is intended to be exclusive, and each party shall have all other remedies now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.
11.6 Except as otherwise expressly provided herein, none of the remedies set forth in this Agreement is intended to be exclusive, and each party shall have all other remedies now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies.
11.7 Any controversy or claim relating to this Agreement (other than a request for injunctive relief), including any controversy or claim as to the arbitrarily of any controversy or claim and any claim for rescission, shall be settled by arbitration in the city of Las Vegas, State of Nevada, in accordance with the then rules of the American Arbitration Association, and judgment upon an award rendered in such arbitration may be entered in any court having jurisdiction of the matter
11.8 If any arbitration proceeding or other legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees and other costs incurred in such arbitration proceeding or other legal action, in addition to any other relief to which is maybe entitled.
11.9 This Agreement and the exhibits and other documents specifically referred to herein or required to be delivered pursuant to the terms of this Agreement represent the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior agreements, understanding, discussions, negotiations and commitments of any kind. This Agreement may not be amended or supplemented, nor may any rights hereunder be waived, except in writing signed by each of the parties affected thereby.
11.10 We do not give investment advice and are not authorised or regulated by the Financial Conduct Authority, the UK financial services regulator. In particular, we do not give advice comparing precious metals with other investments, regardless of whether or not those investments are regulated. We cannot provide advice on any potential tax implications of purchasing goods from us. You must seek or rely on your own, financial, tax and/or accounting advisors in respect of these matters.
11.11 The supplier shall not bear any liability for damage, loss or delay however so arising by any events outside of our reasonable control, and in the event of these circumstances may suspend or cancel the delivery. We shall endeavor to notify the Purchasers as quickly as reasonably possible if such an event were to occur. In the event a sales order cannot be delivered within 8 weeks of the original order either party, without limiting its other rights, may terminate the contract by giving written notice to the other party.
11.12 GoldCap aim to provide correct product material and pricing, however in the event of any descriptive or pricing error we retain the right, at our sole discretion, to refuse or cancel any orders that have been placed on the basis of this error.
11.13 Any items being sold by a third party, stating to have been originally purchased from Goldcap, may not be relied on as genuine. We do not guarantee the authenticity of any item unless purchased and shipped directly from the supplier.
11.14 The supplier and Purchasers agree to be bound by these terms, which are considered to be reasonable. If any court or other competent authority holds any part of these terms as invalid or unenforceable in whole or in part, the validity of the remaining terms shall not be affected.The Purchasers shall not assign or transfer any contract to which these terms apply nor benefit to any other person.
11.15 The Purchasers acknowledges that they have not relied on any statement, promise, assurance or representation made by or on behalf of the supplier that is not already set out in these terms. These terms constitute the entire agreement and understanding of both parties and supersede any previous agreement or understanding between the parties relating to the subject matters of these terms.
11.16 Any notice given under these terms must be in writing (inclusive of email) and delivered to the recipient at the following address; in case of supplier, at the registered address, or trading address; or in case of the Purchasers; the last known residential address, unless otherwise notified in writing for the purpose of this clause.
11.17 A person who is not party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
11.18 These terms shall be governed by and construed in accordance with the laws of England and Wales and each of the parties hereto submits to the authority of the Courts of England and Wales as regards any claim or matter arising under these terms.
12.ANTI-MONEY LAUNDERING/COUNTER TERRORISM FINANCING
12.1 Goldcap abide by the JMLSG Anti Money Laundering Regulations in force at the time and follow the guidance prescribed.
13. DELIVERY
13.1 The supplier may deliver goods by installments and may treat each delivery as a separate contract. Any quotes given for a goods delivery is only an estimate. The supplier will not be held responsible for delays caused by events beyond the reasonable control of the supplier or failure of the Purchasers to give adequate information requested by the supplier.
13.2 Delivery address must match the bill payer’s address being used to purchase the goods. Under no circumstances can goods be delivered to any other address when paid by card. You are responsible for the safe receipt of the goods on delivery. We are unable to accept liability for goods delivered. to an address where there are multiple occupancy or work addresses, once the package has been signed for or confirmed as delivered by the courier.
13.3 We will not deliver goods to PO Box addresses
13.4 We are not liable for delays in delivery relating to the postal service or other third party. Ownership and thus full responsibility of the goods passes to the Purchasers once a signature has been accepted at the address provided for delivery by the Purchasers. Delivery should not be accepted if the parcel has been damaged.
13.5 The supplier cannot be held responsible for the condition in which any packaging is received.
14. BUY BACK OPTION
14.1 Upon completion of a metal sale form, we are obligated to purchase your metals back from you.
14.2 We do not guarantee the rate or price that we buy back at.
14.3 We reserve the right to report any attempted sale of counterfeit items and retain said items if requested by the police or HM Revenue & Customs.
Contacting Details
If you have any questions about these terms and conditions, questions in general, an order placed, or a complaint or concern please contact us by email on info@goldcap.com or call us directly on +44 203 695 77 65 or by post at Goldcap, Sierra Quebec Bravo, 77 Marsh Wall, London,E14 9SH.
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