£----.-- o/z
£--.-- gm
£----.-- o/z
£--.-- gm
Added to your Basket
Frequently bought with
Pre Order
These are the terms and conditions on which we supply products (for example investment gold such as bullion or gold coins, non-bullion products, or jewellery) to businesses. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
-
Agreement to these terms – If you submit an Offer (see definition below), to us online, you will be asked to tick a box confirming you have read and agree to these terms and conditions. By ticking this box you are entering into a legally binding contract with us based on those terms.
If you do not agree to these terms and conditions, you must not tick the box and should not submit an Offer. You may exit the checkout process at any time.
If you sell products to us in-store, your sale is subject to these terms and conditions. By completing an in-store sale, you agree to be bound by these terms which are available for you to read on our website. If you do not agree to these terms, you should not proceed with the sale of your goods. - Risk Notice. We sell Goods based on global market prices which are outside our control and change frequently. Historical performance is not a reliable indicator of future prices. THE VALUE OF GOODS CAN GO UP AND DOWN AND A CUSTOMER COULD LOSE SOME OR ALL OF THE MONEY SPENT ON PURCHASING GOODS FROM US.
- Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
- Where to find information about us and our products. You can find everything you need to know about us from our sales staff before you order. We also confirm the key information to you in writing before you order by email.
The following definitions and rules of interpretation in this clause apply in this agreement.
1.1 Definitions:
- ADR notice: has the meaning given in clause 22.1(c).
- Affected Party: has the meaning given in clause 19.2.
- Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- Business Hours: the period from 9.00 am to 6.00 pm on any Business Day.
- Commencement Date: the date Gold have accepted your Order provided that all Preconditions in clause 5.4 have been satisfied.
- Confidential Information: any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
- Customer: means the person, firm or company that purchases, or agrees to purchase, Goods from Gold ("you", or "your").
- Customer Delivery Address: means the delivery address specified by the Customer in the Order, or such other address as the parties may agree in writing.
- Delivery: completion of delivery of Goods specified in an Order in accordance with clause 7.3 or 7.6(a).
- Delivery Date: the date specified for delivery of Goods specified in an Order in accordance with clause 5.5.
- Delivery Location: Gold's premises at 215 The Broadway, Southall, Middlesex, UB1 1NB.
- Dispute: has the meaning given in clause 22.1.
- Extended Storage Fees: has the meaning ascribed to it in clause 10.5.
- Extended Storage Term: has the meaning ascribed to it in clause 10.5.
- Force Majeure Event: has the meaning given in clause 19.1.
- GBL International Ltd: a company incorporated and registered in England and Wales with company number 15074109 whose registered office is at 215 The Broadway, Southall, Middlesex, UB1 1NB, VAT number: 449836542, telephone number: 02035001111, and email support@goldbank.co.uk ("Gold", "us", "we", or "our").
- Goods: means the goods sold by Gold including bullion, non-bullion products or jewellery.
- Group: in relation to a company, that company, any subsidiary or holding company from time to time.
- Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
- Mandatory Policies: Gold's business policies listed in Schedule 1, as amended by notification to the Customer from time to time.
- month: a calendar month.
- Order: an order for Goods submitted by the Customer in accordance with clause 5.
- Order Number: the reference number to be applied to an Order by Gold in accordance with clause 5.8.
- Preconditions: means the conditions that must be fulfilled prior to contractual obligations becoming binding upon Gold as more fully set out in clause 5.4.
- Prices: the prices of the Goods as determined in accordance with clause 11.1 and Price means the price of an individual Good as determined in accordance with that clause.
- Specification: the specification of the Goods as agreed between Gold and the Customer in an Order.
- Storage Term: has the meaning ascribed to it in clause 10.1.
- Term: the term of the agreement, as determined in accordance with clause 2.
- VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
- year: a period of 12 consecutive months from 1 January to the following 31 December.
- 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
- 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- 1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Schedules.
- 1.5 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
- 1.6 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be interpreted so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
- 1.7 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
- 1.8 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
- 1.9 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party include that party's personal representatives, successors and permitted assigns.
- 1.10 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.
- 1.11 A reference to writing or written excludes fax but not email.
- 1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- 1.13 References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.
- 1.14 A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.
- 1.15 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
- 1.16 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
This agreement commences on the Commencement Date and applies to the purchase of Goods set out in your Order. Subject to clause 18, the agreement will automatically end once both parties have fulfilled their obligations in respect of that Order, unless terminated earlier in accordance with clause 16 ("Term") or any other clause of this agreement which provides a termination right.
3.1 Gold is not authorised by the Financial Conduct Authority and cannot provide any form of investment advice, including advice comparing precious metals with regulated investments or advice on potential tax implications. The Customer will rely on its own financial, tax and accounting advisers in relation to any Goods purchased from Gold.
4.1 During the Term, Gold shall supply and the Customer shall purchase such quantities of Goods as the Customer may order under clause 5 in accordance with the terms and conditions of this agreement.
5.1 The Customer shall give Gold its Order.
5.2 Each Order shall be deemed to be a separate offer by the Customer to purchase Goods on the terms of this agreement, which Gold shall be free to accept or decline at its absolute discretion.
5.3 No Order shall be deemed to be accepted by Gold until it notifies the Customer that the Order has been dispatched or is ready for collection under clause 7. Issuing an Order Number or acknowledging receipt of an Order shall not constitute acceptance of an Order.
5.4 Preconditions – Gold will only accept an Order once all of the following Preconditions have been satisfied:
- (a) Gold has received ID from the Customer when requested, and such ID is verifiable and has been verified by Gold; and
- (b) If information about the Customer previously held by Gold differs from information provided in an Order, Gold in its sole discretion, may request updated identification and documentation and such ID is verifiable and has been verified by Gold.
- (c) Gold has received payment in full from the Customer in respect of an Order, whether payment is made by debit card, credit card, or bank transfer; and
- (d) No default or problem has arisen as determined by Gold in its sole and absolute discretion; and
- (e) Gold is satisfied that there are no reasons not to accept the Order. Gold may decline an Order at any time prior to acceptance, including but not limited to where:
- (i) the Goods are out of stock;
- (ii) unexpected limits on Gold's resources arise;
- (iii) identification, verification, compliance or enhanced due diligence checks cannot be satisfactorily completed;
- (iv) Gold identifies an error in the price or description of the Goods; or
- (v) Gold is unable to meet a delivery or collection deadline requested by the Customer.
- (f) Gold has completed any additional enhanced due diligence checks that may be required in relation to high value Orders, or any activity presenting a potential fraud, financial crime or security concern.
- (g) Where the Order is for high value Orders exceeding £25,000, the Goods have remained in storage for at least 14 days as part of Gold's cooling off period and anti-fraud process before they can be released for collection.
5.5 The Customer shall:
- (a) give each Order in writing or, if given orally, shall confirm it in writing within two Business Days; and
- (b) specify in each Order the type and quantity of Goods ordered and a description of the Goods together with all information that Gold reasonably requires in order to process and fulfil the Order, including (where requested) identification documents, delivery or collection details and any additional information needed to comply with Gold's verification, compliance or enhanced due diligence requirements; and
- (c) cooperate fully with Gold where Gold requests further information from the Customer where necessary to verify the Order, confirm the Customer's identity, comply with applicable law or regulation or enable Gold to meet delivery or collection requirements.
5.6 Gold shall notify the Customer that it has received the Order and shall further notify the Customer of the Delivery Date on which the Goods specified in an Order will be ready for collection or will be delivered.
5.7 Gold will deliver the Goods (or make them available for collection) as soon as reasonably possible and, unless otherwise agreed in writing, within 30 days after acceptance of the Order. If Gold becomes aware of any delay outside its control, it shall contact the Customer as soon as practically possible to inform them of the delay and the steps taken to minimise the effect.
5.8 Gold shall assign an Order Number to each Order received from the Customer and notify such Order Numbers to the Customer. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
5.9 Goods which are bullion:
- (a) The Customer may not at any time after Gold have accepted an Order amend or cancel an Order due to the fluctuating prices of the Goods if the Goods are bullion. If the Customer amends or cancels an Order after Gold have accepted it, a cancellation fee equal to 10% of the Order value (including any delivery or storage costs) and any applicable market loss fee (reflecting the adverse movement in underlying Goods prices) shall apply unless the amendment or cancellation results from Gold's failure to comply with its obligations under this agreement.
- (b) If the Customer amends or cancels an Order, Gold will refund the balance of the Order value (if applicable) to the Customer, including any standard delivery costs, provided that if the Goods have been delivered to the Customer, the Customer has returned the Goods (at the Customer's cost) (and any free gifts) to Gold within 10 Business Days of notifying Gold of its cancellation or amendment of an Order. Such return of Goods will be in accordance with clause (c). This cancellation and refund process applies to all Goods that are in stock, awaiting stock or supplied on a pre-order basis.
- (c) A refund under clause 5.9 where the Goods have been delivered to the Customer, will only be made if the Goods are returned in a condition that satisfies all of the following requirements:
- (d) the Goods must be returned in their original packaging;
- (e) the Goods must be unused and undamaged; and
- (f) the Goods must include all certificates, documents and protective packaging supplied with them.
5.10 Goods which are non-bullion:
- (a) The Customer may within 20 Business Days, amend or cancel an Order where the Goods are non-bullion. If the Customer elects to amend or cancel an Order, the provisions of clauses 5.9(b) to 5.9(f) (inclusive) shall apply. For the avoidance of doubt, the cancellation fee and market loss fee referred to in clause 5.9(a) shall not apply.
- (b) The Customer shall return the non-bullion Goods at its own cost within 10 Business Days of notifying Gold of the amendment or cancellation.
6.1 Gold shall manufacture, pack and supply the Goods in accordance with all generally accepted industry standards and practices that are applicable.
6.2 The Goods supplied to the Customer by Gold under this agreement shall:
- (a) conform to the Specification;
- (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Gold;
- (c) be free from defects in design, material and workmanship; and
- (d) comply with all applicable statutory and regulatory requirements.
6.3 Gold shall ensure that the Goods are properly packed and secured in a manner to enable them to reach their destination in good condition.
6.4 Gold shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Goods in accordance with the terms of this agreement.
6.5 Gold shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling and delivery of the Goods.
7.1 Unless otherwise agreed in the Order, the Customer shall collect the Goods specified in each Order from the Delivery Location on the Delivery Date.
7.2 Where Gold agrees to deliver the Goods to the Customer, the Goods shall be delivered to the Customer Delivery Address specified in the Order and the Customer shall be responsible for all delivery charges regardless of the destination country, subject to any applicable export or customs requirements.
7.3 Delivery is completed:
- (a) where the Customer collects the Goods, delivery is completed on the completion of loading of the Order at the Delivery Location.
- (b) Where Gold delivers the Goods to the Customer, delivery is completed when Gold unloads the Goods at the Customer Delivery Address.
7.4 Gold may deliver Orders by instalments, which it shall invoice and which the Customer shall pay for separately. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in this agreement to Orders shall, where applicable, be read as references to instalments.
7.5 Delays in the delivery of an Order shall not entitle the Customer to:
- (a) refuse to take delivery of the Order; or
- (b) claim damages; or
- (c) terminate this agreement, subject always to clauses 16.1(e) and 19.6.
Gold shall have no liability for any failure or delay in delivering an Order to the extent that any such failure or delay is caused by the Customer's failure to comply with its obligations under this agreement.
7.6 If the Customer fails to take delivery of an Order on the Delivery Date then, except where that failure or delay is caused by Gold's failure to comply with its obligations under this agreement or a Force Majeure Event:
- (a) delivery of the Order shall be deemed to have been completed at 9.00 am on the Delivery Date; and
- (b) Gold shall store the Order until the Customer takes possession of the Order, and charge the Customer for all storage and related costs and expenses (including insurance). Where Goods are placed into Gold's storage facilities, they must remain stored for a minimum period of 14 days before they can be collected. If the Customer elects to collect the Goods before the end of a paid Storage Term, no refund will be made for the unused portion of that Storage Term.
7.7 Click & Collect
- (a) Where the Customer elects to use Gold's Click & Collect service when ordering online, the Customer must be registered for this service and Gold will send an SMS and/or email notification once the Goods (or each item within a multi-item Order) are ready for collection.
- (b) High-value Orders over £25,000 will not be immediately available for Click & Collect. The Click & Collect option will be automatically disabled until the Goods have remained in storage for a minimum of 14 days as part of Gold's fraud prevention and cooling off period.
- (c) Gold may request additional information to satisfy compliance and enhanced due diligence requirements before releasing Goods for collection.
- (d) If any Goods become unavailable for any reason, Gold will offer the Customer an alternative delivery method such as Royal Mail delivery.
- (e) Click & Collect may be available for pre-ordered Goods only once those Goods have arrived in stock.
- (f) Where the Customer has selected Click & Collect as the method of receiving Goods:
- (i) the Customer must collect the Goods in person and must present original photographic identification (passport or driver's licence), proof of address and the Order number when collecting Goods. Gold will not release Goods to any third party representative in any circumstances.
- (ii) if the Customer fails to collect the Goods within 7 days of being notified that they are ready for collection, Gold may contact the Customer to arrange a new collection date. If the Customer still fails to collect the Goods, Gold may charge the Customer storage fees in accordance with clause 7.6(b) and clause 11.
- (iii) Risk in the Goods passes in accordance with clause 9, but Gold may refuse to release Goods where it has reasonable grounds for suspicion, or where Gold has safety or security concerns, or for any other reasonable operational or lawful reason, or until all compliance checks, due diligence steps and storage fees have been satisfied.
8.1 The Customer may reject any Goods delivered to it that do not comply with clause 6.2, provided that:
- (a) it gives to Gold notice of rejection:
- (i) in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery;
- (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
- (b) none of the events listed in clause 8.3 apply.
8.2 If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted the Goods.
8.3 Gold shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.2 in any of the following events:
- (a) the Customer makes any further use of those Goods after giving notice in accordance with clause 8.1;
- (b) the defect arises because the Customer failed to follow Gold's oral or written instructions for the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
- (c) the defect arises as a result of Gold following any drawing, design or specification supplied by the Customer;
- (d) the Customer alters or repairs those Goods without the written consent of Gold;
- (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- (f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4 If the Customer rejects Goods under clause 8.1 then the Customer shall be entitled to require Gold to:
- (a) repair or replace the rejected Goods; or
- (b) repay the price of the rejected Goods in full.
The remedies in this clause 8.4 are the Customer's sole and exclusive remedies if the Customer rejects Goods under clause 8.1. Once Gold has complied with the Customer's request, it shall have no further liability to the Customer for the rejected Goods' failure to comply with clause 6.2.
8.5 The terms of this agreement shall apply to any repaired or replacement Goods supplied by Gold.
8.6 If the parties dispute whether any Goods comply with clause 6.2, either party may refer the matter to dispute resolution in accordance with clause 22.
9.1 Risk in Goods shall pass to the Customer on Delivery. For the avoidance of doubt, where Goods are held in storage under clause 10, risk shall not pass to the Customer until the Goods are collected or delivered in accordance with clause 7.
9.2 Title to Goods shall not pass to the Customer until the earlier of:
- (a) Gold receives payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to Gold from the Customer for sales of Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums; and
- (b) the Customer resells those Goods, in which case title to those Goods shall pass to the Customer at the time specified in clause 9.4.
9.3 Until title to Goods has passed to the Customer, the Customer shall:
- (a) store those Goods separately from all other goods held by the Customer so that they remain readily identifiable as Gold's property;
- (b) not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
- (c) maintain those Goods in satisfactory condition and keep them insured on Gold's behalf for their full price against all risks with an insurer that is reasonably acceptable to Gold. The Customer shall obtain an endorsement of Gold's interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow Gold to inspect the insurance policy; and
- (d) give Gold such information as Gold may reasonably require from time to time relating to:
- (i) the Goods; and
- (ii) the ongoing financial position of the Customer.
9.4 Subject to clause 9.5, the Customer may resell or use Goods in the ordinary course of its business (but not otherwise) before Gold receives payment for the Goods. However, if the Customer resells the Goods before that time:
- (a) it does so as principal and not as Gold's agent; and
- (b) title to those Goods shall pass from Gold to the Customer immediately before the time at which resale by the Customer occurs.
9.5 At any time before title to the Goods passes to the Customer, Gold may:
- (a) by notice in writing, terminate the Customer's right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and
- (b) require the Customer to deliver up all the Goods in its possession that have not been resold or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Goods are stored in order to recover them. The Customer shall procure entry to any such third party's premises if requested to do so by Gold.
10.1 Gold offers storage services for Goods purchased under fixed term packages of 1 month, 3 months, 6 months or 1 year ("Storage Term") or such other period as notified by Gold on its website from time to time. Storage fees payable for the selected Storage Term will be notified to the Customer and must be paid in accordance with clause 12.
10.2 Goods placed in storage will be held in Gold's secure vaults in an allocated safe and shall be fully insured by Gold while stored.
10.3 All stored Goods must remain in storage for a minimum of 14 days before they can be collected. If the Customer collects Goods before the end of the paid Storage Term, no refund will be provided for the unused balance of the Storage Term.
10.4 Gold will make reasonable endeavours to notify the Customer prior to the expiry of the Storage Term to request instructions on whether the Customer wishes to extend storage, collect Goods, arrange delivery or sell the Goods to Gold.
10.5 If the Customer does not respond on or before the expiry of the Storage Term, storage fees will continue to accrue automatically in one month intervals ("Extended Storage Fees"). Each additional one month period of continued storage shall be an "Extended Storage Term", and all Extended Storage Fees are payable in accordance with clause 12.
10.6 Gold may refuse to accept Goods for storage at its sole discretion.
10.7 If required by applicable law, Gold shall allow access to stored Goods by regulatory bodies, investigative authorities or law enforcement agencies. Gold shall comply with any lawful request.
10.8 For security reasons, Gold shall not disclose the precise location of stored Goods within its vaults and the Customer shall not be permitted physical access to the vaults.
10.9 Only Goods purchased from Gold may be placed into storage.
10.10 If the Storage Term (or any Extended Storage Term) expires, and the Customer:
- (a) fails to pay applicable storage fees; or
- (b) fails to provide collection or delivery instructions; or
- (c) remains uncontactable or unresponsive for 6 months after expiry,
Gold may, after giving notice in accordance with the Torts (Interference with Goods) Act 1977, sell or dispose of the Goods and apply the proceeds of sale towards unpaid storage fees and costs of sale. Gold shall hold any surplus in accordance with applicable law and Gold shall not be liable for any loss of the Goods following lawful disposal.
11.1 The Prices for the Goods shall be set out in the Order.
11.2 The Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from Gold, pay to Gold any additional amounts in respect of VAT as are chargeable on a supply of Goods.
11.3 The Prices are inclusive of the costs of packaging of the Goods but exclusive of the delivery costs which shall be paid by the Customer.
11.4 Gold shall provide all such evidence as the Customer may reasonably request in order to verify invoices submitted by Gold.
11.5 All disputes concerning the Prices shall be resolved in accordance with clause 22.
12.1 Gold shall be entitled to invoice the Customer for each Order on or at any time after acceptance of the Order. Gold shall ensure that each invoice quotes the relevant Order Numbers.
12.2 The Customer shall pay invoices immediately, unless specified otherwise on an invoice, in full and in cleared funds. Payment shall be made to the bank account nominated in writing by Gold.
12.3 If the Customer fails to make a payment due to Gold under this agreement by the due date, then, without limiting Gold's remedies under clause 16.1, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Gold in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Gold shall provide reasonable evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to Gold, the dispute shall be referred to dispute resolution in accordance with clause 22. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 12.2.
12.5 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.6 If the Customer creates an online account with Gold, the Customer shall:
- (a) notify Gold immediately regarding any change in the information provided when the account was created; and
- (b) provide further ID when requested by Gold.
12.7 Gold may suspend, refuse or block access to a Customer's online account and may terminate this agreement or an Order for any breach of clause 12.6 by the Customer.
13.1 In performing its obligations under the agreement, the Customer shall and shall procure that each member of its Group comply with:
- (a) all applicable laws, statutes, regulations and codes from time to time in force; and
- (b) the Mandatory Policies.
13.2 Gold may terminate the agreement with immediate effect by giving written notice to the Customer if the Customer commits a breach of clause 13.1.
14.1 The following definitions apply in this clause 14:
- (a) liability: (i) every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence) or otherwise; and (ii) arising out of any use made or resale of the Goods by the Customer, or of any product incorporating any of the Goods; and
- (b) default: any act or omission resulting in one party incurring liability to the other.
14.2 Nothing in this agreement limits or excludes:
- (a) liability for deliberate or wilful default;
- (b) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
- (c) liability for fraud or fraudulent misrepresentation;
- (d) liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- (e) liability for breach of section 2 of the Consumer Protection Act 1987; or
- (f) any liability that cannot legally be limited; or
- (g) the Customer's payment obligations under this agreement.
14.3 Subject to clause 14.2, Gold's total liability to the Customer shall not exceed in the aggregate the price stated in the accepted Order or £1,000, whichever is the higher.
14.4 Subject to clause 14.2, Gold's total liability to the Customer, if a price is not ascertainable, shall not exceed £100.
14.5 The caps on Gold's liabilities shall be reduced by:
- (a) payment of an uncapped liability; and
- (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
14.6 Subject to clause 14.2, Gold shall have no liability for:
- (a) loss of profits (including loss of anticipated savings);
- (b) loss of sales or business;
- (c) loss of agreements or contracts;
- (d) loss of use or corruption of software, data or information;
- (e) loss of or damage to goodwill; or
- (f) indirect or consequential loss.
14.7 Gold has given commitments as to the compliance of the Goods with relevant specifications in clause 6.2. In view of these commitments, all conditions, warranties, representations or other terms that might otherwise be implied into this agreement are, to the fullest extent permitted by law, excluded from this agreement, including the conditions implied by sections 13 to 15 of the Sale of Goods Act 1979.
14.8 Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire 3 (three) months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.
15.1 Each party undertakes that it shall not at any time during this agreement and for a period of two years after termination or expiry of this agreement, disclose to any person any Confidential Information, except as permitted by clause 15.2.
15.2 Each party may disclose the other party's Confidential Information:
- (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
15.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
16.1 Without affecting any other right or remedy available to it, Gold may terminate this agreement with immediate effect by giving written notice to the Customer if:
- (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
- (b) the Customer fails to, within a reasonable time, provide information requested by Gold, to enable Gold to supply the Goods;
- (c) the Customer fails, within a reasonable time, to allow Gold to deliver the Goods to the Customer or the Customer collecting the Goods from the Delivery Location;
- (d) the Customer commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- (e) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- (f) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
- (g) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that other party;
- (h) the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
- (i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- (j) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer;
- (k) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
- (l) a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
- (m) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;
- (n) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 16.1(f) to 16.1(m) (inclusive);
- (o) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- (p) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
16.2 For the purposes of clause 16.1(d), a material breach means a breach that has a serious effect on the benefit the terminating party would otherwise derive from this agreement during the Term.
17.1 On termination or expiry of this agreement:
- (a) the Customer shall immediately pay to Gold all of Gold's unpaid invoices and interest and, where no invoice has been submitted for Goods supplied, Gold may submit an invoice which shall be payable immediately on receipt; and
- (b) each party shall promptly:
- (i) return to the other party all equipment, materials and property belonging to and supplied by that other party in connection with this agreement;
- (ii) return to the other party all documents and materials (and any copies) containing the other party's Confidential Information and, to the extent possible, erase any such Confidential Information from its computer systems;
- (c) the Customer shall be liable for any adverse movement in the underlying price of the Goods, measured between the spot price at Order placement and the spot price at termination acceptance; and
- (d) the Customer shall pay the termination fee if applicable as set out in clause 5.9(a); and
- (e) the Customer shall immediately pay for additional services including attempted delivery or return of the Goods.
17.2 Gold may request the Customer to certify in writing that they have complied with their obligations under clause 17.1.
18.1 On termination or expiry of this agreement the following clauses shall continue in force:
- (a) clause 14 (Limitation of liability);
- (b) clause 15 (Confidentiality);
- (c) clause 17 (Obligations on termination);
- (d) clause 18 (Survival);
- (e) clause 22 (Multi-tiered dispute resolution procedure);
- (f) clause 29 (Governing law); and
- (g) clause 30 (Jurisdiction).
18.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the agreement that existed at or before the date of termination or expiry.
19.1 Force Majeure Event means any circumstance not within a party's reasonable control including:
- (a) acts of God, flood, drought, earthquake or other natural disaster;
- (b) epidemic or pandemic;
- (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- (d) nuclear, chemical or biological contamination or sonic boom;
- (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
- (f) collapse of buildings, fire, explosion or accident;
- (g) any labour or trade dispute, strikes, industrial action or lockouts (other than by the staff of the party seeking to rely on this clause or those of its subcontractors or companies in the same Group as that party);
- (h) non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and
- (i) interruption or failure of utility service.
19.2 Subject to clause 19.4, a party (Affected Party) shall not be liable for any failure or delay in performing any of its obligations under this agreement for so long as, and to the extent that, its performance is directly prevented, hindered or delayed by a Force Majeure Event.
19.3 For so long as the Affected Party's liability in relation to any of its obligations is suspended under clause 19.2, the other party shall not be liable for any failure or delay in performing its corresponding obligations.
19.4 Clause 19.2 will only apply if the Affected Party:
- (a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 10 days from its start, notifies the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on the Affected Party's ability to perform any of its obligations under this agreement;
- (b) took reasonable precautions to prevent or minimise the Force Majeure Event including implementing and complying with an effective business continuity plan, except where compliance with the business continuity plan is itself affected by the Force Majeure Event; and
- (c) uses all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
19.5 The Affected Party shall keep the other party informed of its endeavours under clause 19.4 and their outcome promptly on request.
19.6 If the Affected Party has not resumed full performance of any obligations suspended under clause 19.2 within 60 days after giving notice of the start of the Force Majeure Event, the other party may terminate this agreement by giving not less than 7 days' written notice to the Affected Party.
20.1 The Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of Gold.
20.2 Gold may assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Customer.
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22.1 If a dispute arises out of or in connection with this agreement or its performance, validity or enforceability (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause 22:
- (a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute notice), together with relevant supporting documents. On service of the Dispute notice, the sales manager of Gold and the purchasing manager of the Customer shall attempt in good faith to resolve the Dispute;
- (b) if the sales manager of Gold and the purchasing manager of the Customer are for any reason unable to resolve the Dispute within 5 working days of service of the Dispute notice, the Dispute shall be referred to a director of Gold and a director of the Customer who shall attempt in good faith to resolve it;
- (c) if the director of Gold and the director of the Customer are for any reason unable to resolve the Dispute within 5 working days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 20 working days of service of the Dispute notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR;
- (d) unless otherwise agreed between the parties, the mediation will start not later than 10 working days after the date of the ADR notice.
22.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.
22.3 If for any reason the Dispute is not resolved within 20 working days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 30 (Jurisdiction).
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
25.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
25.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
25.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
26.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
26.2 Any notice shall be deemed to have been received:
- (a) if delivered by hand, at the time the notice is left at the proper address;
- (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26.4 A notice given under or in connection with this agreement is not valid if sent by email.
27.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
27.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
27.4 Nothing in this clause 27 shall limit or exclude any liability for fraudulent misrepresentation.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- Corporate and Social Responsibility Policy.
- Anti-bribery and Anti-corruption Policy.
- Ethical Sourcing Policy.
- Privacy Policy.