Liffey Metals Business Client Agreement

This agreement is between the business named in the account application (the "Client") and Liffey Metals Limited, a company registered in Ireland (company number [TBC], registered office [TBC]) ("Liffey Metals", "we", "us"). It applies to every lot the Client sells to us. The person accepting it confirms they are authorised to bind the Client.

1. Account

1.1 We open business accounts at our discretion after verifying the Client, its authorised person and its beneficial owners.

1.2 The Client must keep its account details accurate and tell us promptly of any change in ownership, directors or bank details.

2. Client warranties

For every lot, the Client confirms that:

2.1 It has full legal title to the items, or full authority to sell them, free of any claim, charge or dispute.

2.2 It has carried out reasonable checks on where the items came from, consistent with good trade practice, and has no reason to suspect they are stolen or connected to crime.

2.3 It keeps provenance records for items it bought in (who it bought from, when, and for how much) and will provide them to us within 5 business days on request.

2.4 It complies with all laws that apply to it, including anti-money laundering law.

3. Stolen or disputed items

3.1 If we reasonably believe an item is stolen, disputed or connected to crime, we may hold it, hand it to An Garda Síochána or the rightful owner, and report the matter.

3.2 If we have paid for such an item, the Client must repay the amount paid plus reasonable costs. We may set this off against any amount we owe the Client.

3.3 The Client indemnifies us against any loss, claim or cost arising from a breach of section 2.

4. Pricing

4.1 We buy at our business price list in EUR per gram, as published to the Client on the day. Prices may change at any time before a quote is accepted.

4.2 Our business prices are confidential. The Client must not publish or share them outside its business.

5. Testing, quotes and disputes

5.1 We weigh and test every lot, mainly by non-destructive XRF. We may carry out small tests on inconspicuous areas where needed.

5.2 Quotes are valid for 24 hours unless stated otherwise. On acceptance, title passes to us and the sale is final.

5.3 The Client may dispute a weight or test result in writing before accepting the quote. If we cannot agree, either party may send a sample for independent assay at a laboratory we both accept. The result is binding, and the party whose figure was further from the assay result pays the assay cost.

6. Payment

6.1 We pay only to a bank account in the Client's legal name. We aim to pay within [2] business days of acceptance.

6.2 We may delay payment while we complete verification or anti-money laundering checks.

6.3 Each party is responsible for its own VAT. Invoicing will follow the applicable rules, including the reverse charge where it applies, and we may issue self-billed invoices where agreed.

7. Delivery and risk

7.1 Items are at the Client's risk until we receive them, unless they are sent on a prepaid insured label we provide, in which case our liability is limited to the insured value agreed in writing.

7.2 If the Client declines a quote, we return the lot at the Client's cost, or the Client may collect it by appointment.

8. Liability

8.1 Neither party is liable for indirect or consequential loss, or loss of profit.

8.2 Our total liability for any lot is limited to the value of that lot at our business price at the time of the quote or loss.

8.3 Nothing limits liability for fraud or anything that cannot be limited by law.

9. Records and data

9.1 We record the opening, weighing and testing of lots on video. We may publish footage without identifying the Client unless the Client agrees otherwise.

9.2 We keep transaction records, verification documents, IP addresses and acceptance records for as long as the law requires or allows, and may share them with authorities where required or permitted by law.

10. Term and termination

10.1 Either party may close the account on 14 days' written notice. We may suspend or close it immediately if we suspect a breach of section 2 or any unlawful activity.

10.2 Sections 3, 4.2, 8 and 9 continue after termination.

11. General

11.1 We may update this agreement on 14 days' notice. Continued use of the account after that date is acceptance.

11.2 Acceptance is recorded electronically with the date, time, IP address and agreement version, and this record is evidence of the agreement.

11.3 This agreement is governed by Irish law and the Irish courts have jurisdiction.

Contact: hello@liffeymetals.com