Terms and conditions for the purchase and sale of pure silver and storage in Switzerland

ITALPREZIOSI SPA, with headquarters in 52100 - Arezzo (AR), Loc. San Zeno, Strada A 32, where it has its registered office, VAT number 01111420517, Tel. +39 0575 383041, Fax. +39 0575 381468, Logistics: +39 0575 948046, registered in the List of Professional Gold Traders maintained by the Bank of Italy, with no. 5000120, email: trading@italpreziosi.it, website: WWW.ITALPREZIOSI.IT, hereinafter referred to as ‘ITP’ for short;

Whereas

• ITP is engaged in the buying and selling of silver;
• ITP holds bars and grains of pure silver in storage in Switzerland, at an international company specialising in logistics and security services (BRINK'S, LOOMIS or another equivalent), and that these bars or grains of silver are intended for sale;
• the Client, who may act as Buyer or Seller, wishes to buy and/or sell pure silver by telephone or Internet;
• the aforementioned commercial relationships may involve the signing of contracts between the business and the consumer, understood to be the individual making the purchase and/or sale, as referred to in this contract, for purposes not related to their commercial or professional activities;
• the products, which consist of ingots silver grains, hereinafter referred to interchangeably as ‘ingots or silver grains’ or simply ‘silver’, are goods subject to indexation and fluctuation with reference to market indexes whose determination does not depend on the Buyer/Seller;
• ‘General Conditions of Sale and Deposit’ (hereinafter ‘GCSD’) means the list of clauses applicable to contracts relating to the products offered by the Buyer/Seller indicated in art. 3.2;
• the buyer/seller confirms by sending his purchase order that he is at least 18 years old;
• all of the above;

The following is agreed and stipulated:

The preamble is the first part and an integral part of this document.

DEFINITIONS

In these General Conditions of Sale and Deposit, the following terms shall have the meanings specified below:

a) ‘contract of sale and deposit’ means the distance contract concluded between ITP and the customer, who intends to (i) make purchases of silver by telephone or via the Internet, (ii) use the regular storage service at a specific company in Switzerland and, possibly, (iii) resell the stored silver to ITP or (iv) request the withdrawal and/or shipment of the silver to a location indicated by him to ITP.

b) The term ‘buyer/seller’ refers to both ITP and the client interested in buying/selling silver. These general conditions apply only to purchase and/or sale orders placed in accordance with the terms and conditions set out below;

c) The term ‘products’ refers exclusively to the goods indicated in art. 3.2;

d) the term ‘buyer’ and/or ‘customer’ refers to the commercial entity, which can also be qualified as a ‘consumer’, which operates for the purpose of buying/selling the products, in accordance with the terms indicated in these general conditions;

e) The Products, described in more detail in point 3.2 below, are stored in Switzerland at a company specialising in logistics and security services (BRINK'S, LOOMIS or another equivalent company).

f) The term ‘Parties’ refers to the Seller and the Buyer jointly;

g) the term ‘consideration’ refers to the agreed price for the sale and purchase, the storage and the possible collection of the products, as specified in art. 4;

h) ‘Confirmation of sale and purchase order and storage’ means the issued document summarising the details of the products purchased and/or sold by the Customer and the storage service;

i) ‘deposit’ means the contract by which ITP assumes the obligation to keep the products that are the object of the sale to the Customer, with the express exclusion of the right to use them and, therefore, with the exclusion of the transfer of ownership of the products themselves, which are the object of the deposit, to ITP.

2. CONTRACTUAL REGULATIONS

2.1. These GCCVD, made available to the Buyer/Seller for reproduction and conservation in accordance with art. 12, Legislative Decree 9 April 2003, no. 70, are those applied by ITP in its relations with Customers and are considered an integral part of the Sale and Deposit Purchase Order Confirmation prepared by ITP. The GCSD shall apply to the purchase and/or sale by Customers of products supplied by ITP, made via the telematic and/or telephone network, in the manner indicated.

2.2. With the telephone and/or online sale and deposit contract, the Seller sells and the Buyer purchases the products indicated in art. 3.

2.3. In the absence of exceptions, the contractual relations described herein between the Parties (Seller, Customer) shall be governed by these GCCVD. Modifications or additions to these GCCVD and any variation of the contractual conditions agreed between the Parties may only be adopted by means of a written document and shall not constitute a renewal of the contract, unless expressly stated otherwise in writing. The repeal of one or more provisions of these GCCVD shall not be interpreted extensively or by analogy and does not imply the intention to disapply the GCCVD as a whole.

2.4. The GCCCS must be carefully examined by the Buyer and the Seller before completing the relevant legal transactions, including the deposit. The transmission of the purchase/sale and deposit order shall be subject to the full acceptance of the GCCCS and to the specific written approval of the clauses indicated in art. 1341 of the Civil Code.

2.5. For anything not provided for in these GCSDCC, explicit reference shall be made to the rules of the Italian Civil Code, in accordance with art. 9.1.

2.6. The sale is ‘outside the scope of VAT’, art. 7 of D.P.R. 633/72.

3. FORMATION AND SUBJECT OF THE CONTRACT

3.1. The information contained on the website WWW.ITALPREZIOSI.IT and in these GCSDCD does not constitute an offer. The customer must send all the information necessary for registration (name, surname, date of birth, address, telephone number, fax, tax code, etc.) by email or fax in order to create the registry to produce the documentation related to the order.

3.2. The conclusion of the sales contract and the simultaneous deposit of the products takes place upon signature of the order confirmation sent by ITP to the customer, with the condition precedent of acceptance of the CGCVD and specific written approval of the clauses indicated in art. 1341 of the Civil Code. The order shall be considered accepted when the Customer signs the Order Confirmation within the period of validity. At the time of finalising the sale, ITP shall issue 3 documents:

a) Order Confirmation.

b) CGVC (without prejudice to the Customer's right to consult these GCS, even before purchase), which must be signed by the Customer as acceptance

c) Information in accordance with Article 13 of Regulation (EU) No. 679/2016 (‘GDPR’) and request for consent to the processing of personal data.

The Parties take note that ITP allows the sale and purchase of the products mentioned in art. 3.2, which can be classified as ingots or silver grains, goods whose price is subject to fluctuations, as indicated in the recitals. The products covered by the contract are:

- 1 kilo ingot of 999 fine silver

- 999 fine pure silver grains

3.3. Transactions will take place every working day from 08:30 to 12:45 and from 14:00 to 17:45, except on days when the international market is closed for public holidays. ITP also reserves the right to deactivate the service for maintenance work or in the event of illiquidity in the market.

3.4. There is no maximum amount foreseen for each transaction.

3.5. The deposit contract does not imply the attribution to ITP of the faculty to use the purchased and deposited products, nor the transfer of their ownership to ITP until the moment in which the Client exercises the right to the refund. Therefore, the deposit is of a ‘regular’ nature.

3.6. If, after the purchase/sale order has been confirmed, ITP becomes aware of protests, seizures, foreclosures and, in general, detrimental acts against the Buyer/Seller or that the latter is in financial difficulties, or if there is a well-founded fear (based on circumstantial documentary results) that the latter will engage in conduct likely to give rise to civil and/or criminal liability to the detriment of ITP, the latter may terminate the contract, until the metal that is the subject of the contract has not been delivered, consequently refraining from delivering the products and proceeding to immediately return to the Client any consideration received, deducting any possible price differences generated between the price of the order and its cancellation.

3.7. Likewise, with regard to the deposit contract entered into by the parties, ITP has the right to terminate the contract at any time, in the event that it becomes aware of a situation of financial difficulty on the part of the Customer or in the event that, based on circumstantial documentary evidence, there is a suspicion that the Customer is carrying out or has carried out conduct that may result in civil and/or criminal liability to the detriment of ITP. In such a case, ITP shall formally demand that the Customer immediately remove the products stored at the storage facility, for which the Customer shall be duly declared in default.

3.8. The transfer of the deposit by the Customer to third parties is subject to ITP's approval.

4. PRICE

4.1. The sale price (hereinafter also referred to as the ‘Consideration’) is set in accordance with the procedures established in point 3.2., following the Customer's request for a quote. For orders over 50 kg of pure silver, the customer must first pay a deposit of 10% of the value of the pure metal they wish to purchase (calculated at the provisional price). The deposit paid as an advance payment thus determined will be deducted from the amount of pure metal purchased.

4.2. Once the Confirmation of the Purchase Order and Deposit has been made, it is irrevocable and binding, the right of withdrawal does not apply, due to the nature of the products marketed. ITP reserves the right of withdrawal, in accordance with art. 3.6. et seq.

4.3. By signing the Confirmation of the Purchase Order and Deposit, the Client expressly and consciously accepts the execution of the contract.

4.4. The Client shall make payment for the Products purchased at the time of Order Confirmation exclusively by bank transfer to ITP's current account. ITP may accept other forms of payment, at its discretion, provided that instruments are used that guarantee traceability and compliance with anti-money laundering regulations.

4.5. The cost of the deposit in Switzerland at the company specialising in logistics and security services shall be borne by the customer and charged to them annually. In the event of the Products being collected and/or shipped, all expenses, taxes and fees shall be borne by the Customer.

5. PAYMENT OF THE CONSIDERATION FOR THE PURCHASE OF THE PRODUCTS AND FOR THE STORAGE SERVICE

5.1. The Customer shall make payment for the Products purchased at the time of Order Confirmation exclusively by bank transfer to ITP's current account. Within a period of 15 working days from receipt of payment for the purchased products, ITP will notify the company providing the deposit service of the activation of the deposit of the purchased products in favour of the customer, sending a copy of the notification to the customer.

5.2. Within 30 days of receiving the deposit service invoice, the Customer shall make payment by bank transfer. In the event of non-payment, ITP shall be entitled to re-acquire the Products on deposit, after notifying the Customer, withholding from the re-acquisition price the amount corresponding to the deposit accrued and not paid by the Customer.

5.3. In the event that the Client requests the collection and/or shipment of the Products from the warehouse in Switzerland, all taxes, duties and transport costs to the place where the Client requests delivery shall be borne by the Client. These charges, taxes and expenses, including the amount of the deposit still pending settlement, must be paid at least 2 working days before the date of collection and/or shipment. In case of non-payment, the collection and/or shipment request will be considered cancelled.

5.4. In the event of the sale by the Customer of the Products on deposit to ITP or to third parties, the Customer must first settle in full the amount accrued for the deposit not yet paid. In the event of the sale of the Products on deposit to ITP, ITP will retain the amount accrued for the deposit from the amount owed to the Seller.

5.5. In the event of the deposit being transferred to third parties, and without prejudice to ITP's right to accept, the transfer may not be completed until the Client has paid in full the consideration accrued for the deposit.

5.6. The deposit of the Products purchased by the Customer at the deposit and logistics services company is always insured by the latter, and in the event of a claim, compensation for damages will be paid directly to the Customer, without prejudice to ITP's right to retain the consideration accrued for the deposit service.

5.7. ITP shall in no case be liable for possible delays or non-deliveries due to unforeseeable circumstances, force majeure or the actions of a third party and/or the Client, and in no case shall it be liable for damages arising for the Client from such events, which shall be considered to include: online service breakdowns, online service errors, incorrect use of the online service and any other event that does not directly depend on ITP's negligent behaviour. In such cases, ITP shall have the power to suspend or defer the execution of orders.

6. BUYER'S OBLIGATIONS

6.1. It is strictly forbidden for the Customer to enter or communicate false and/or invented and/or fantasy data during the registration process; personal data and email addresses must be exclusively the Customer's real personal data and not that of third parties or fantasy data. Therefore, the Customer assumes all responsibility for the accuracy and veracity of the data entered for registration, in order to complete the product purchase procedure.

6.2. It is expressly forbidden to make double registrations corresponding to a single person or to enter data from third parties. ITP reserves the right to prosecute any violation and abuse, in the interest and for the protection of consumers.

6.3. The Client exempts ITP from any liability arising from the issue of erroneous tax documents caused by errors in the data provided by the Client, the latter being solely responsible for their correct entry.

7. EXPRESS TERMINATION CLAUSE

7.1. The Contract shall be terminated as of right in the event that the buyer/seller is subject to enforcement proceedings, bankruptcy, controlled administration or other insolvency proceedings, or is declared insolvent or assigns the goods to the creditors, suffers a seizure or other form of restriction on its assets or is liquidated, voluntarily or compulsorily, unless the ITP decides to waive the condition.

7.2. The Contract shall also be terminated as of right in the event of non-payment of the agreed price.

8. APPLICABLE LAW AND DISPUTE RESOLUTION

8.1. All contracts entered into on the basis of these GCSDIC are governed by Italian law.

8.2. All disputes arising from the application of these GCCCSD, as well as from contracts entered into by virtue thereof or related thereto, shall be resolved in the first instance by means of amicable consultations between the Parties. If a solution is not reached in this way, the parties expressly, consciously and by mutual agreement establish that the exclusively competent court is that of Arezzo, except in the case that the client is a consumer, in which case the competent court will be that provided for by current regulations.

9. INFORMATION IN ACCORDANCE WITH ART. 13 OF REGULATION (EU) NO. 679/2016 (‘GDPR’)

The data provided by the Client will be processed in accordance with the provisions of the Information in accordance with Art. 13 of Regulation (EU) No. 679/2016 (‘GDPR’).

10. TYPICAL RISKS

The Client recognises that the operations derived from the purchase and sale of investment silver are subject to certain risk factors inherent to the nature of the transactions negotiated, such as, for example:

• fluctuations derived from the variation of the market value of gold;
• fluctuations derived from currency variation;

ITP attaches, in any case, to these general conditions information on the type of products traded.

By signing this document, the following provisions of the General Conditions of Sale are expressly approved in accordance with Article 1341 of the Civil Code. Art. 2. CONTRACTUAL REGULATIONS - Art. 3. FORMATION AND OBJECT OF THE CONTRACT - Art. 4. PRICE - Art. 6. PAYMENT AND DELIVERY - 8. EXPRESS RESOLUTION CLAUSE - Art. 9. APPLICABLE LAW AND DISPUTE RESOLUTION.

By signing this document, the following provisions of the General Conditions of Sale are expressly approved, in accordance with Article 1341 of the Civil Code.

Version v1.0

A translator has been used to prepare the legal texts in several languages. In the event of typographical or interpretation errors, the Italian version shall prevail.