ZLF Gold Reserve Terms

1.1These ZLF Gold Reserve Terms (these Terms) apply to the ZLF Gold Reserve (Gold Reserve) and to bullion fabricated under it. They are made between you (you, your) and Liquid Gold Exchange Pty Ltd ACN 695 941 587 (LGX, we, us, our).

1.2These Terms form part of the LGX Terms and must be read with our Client Terms. Words defined in the Client Terms have the same meaning here. Our Bullion Purchase Terms and Collection & Delivery Terms do not apply to the Gold Reserve.

1.3By placing a Gold Reserve Order, you agree to these Terms.

1.4Definitions. In these Terms:

(a)Authorised Recipient means you or, if you are an entity, an officer or employee we have approved, or a person you have nominated under section 7.10, who in each case has passed our identity verification and produces original photo identification matching our records at handover.

(b)Buyback means a purchase of bullion by us from you under section 8.

(c)Changed Specification means a brand, product, form, weight or quantity different from the Reserved Bullion to be fabricated.

(d)Collection Point means the place in Hong Kong named in the Ready for Collection Notice.

(e)Collection Receipt means the written record signed at collection confirming that the bullion has been received and checked.

(f)Delivery means the time the carrier’s record shows the bullion was handed to an Authorised Recipient at the approved address and signed for, or to another person you or an Authorised Recipient ask or allow the carrier to hand it to.

(g)Fine Gold Equivalent means the weight of fine gold in a product: its gross weight multiplied by its fineness.

(h)Gold Reserve Order means an order to buy Reserved Bullion from us.

(i)Handling Fee has the meaning in section 9.2.

(j)Pickup Request means your instruction to have all or part of your Reserved Bullion fabricated and supplied to you.

(k)Ready for Collection Notice means our written notice that bullion under a Pickup Request is ready to collect.

(l)Release Instruction means our ZLF Gold Reserve Release Instruction form, signed by you, authorising us to release bullion to a carrier you appoint.

(m)Reserved Bullion means the specific bullion products (brand, form, weight and number of pieces) you have bought under Gold Reserve Orders that have not yet been transferred to you under section 7.5, as shown in your Order Confirmations and statements.

(n)Same Reserved Specification means the same brand, form and weight.

(o)Supplier means an external precious-metals supplier with which we hold a Supplier Account.

(p)Supplier Account means an unallocated precious-metal account held in our name with a Supplier.

(q)Valid Delivery Attempt means an attempt by the carrier to deliver at the approved address within the agreed or notified delivery window, following the agreed identification and delivery procedure.

2.1Specific products, fully paid. Under a Gold Reserve Order you buy from us, as principal, the specific bullion products stated in your Order Confirmation at the agreed total price, which includes fabrication into that specification. We supply them by having them fabricated and making them available to you after you make a Pickup Request. Nothing further is payable for those exact products, even if fabrication costs rise.

2.2Your rights before fabrication. Until bullion is transferred to you under section 7.5, no bar is identified or set aside for you, and you do not own any bullion or any part of our Supplier Account. You have a contractual right against us to have your Reserved Bullion supplied on these Terms. Reserved Bullion is not a bank deposit, investment fund or cash-redemption facility. It earns no interest, is not managed or lent by us, and is not guaranteed by any government. We do not give advice (Client Terms section 4).

2.3No fixed delivery date; no cash redemption. You may make a Pickup Request at any time. You cannot require us to pay you money in place of supplying your Reserved Bullion. A Buyback is available only under section 8.

2.4Suppliers. Our Supplier Account is held in our name on the Supplier’s terms. You have no contract with, or claim against, any Supplier.

3.1Price Fixing. Gold Reserve Orders are quoted and fixed under section 12 of the Client Terms. Once fixed, a Gold Reserve Order cannot be cancelled, subject to your mandatory rights (Client Terms section 11.1).

3.2Full payment first. You must pay 100% of the Order value in Cleared Funds before you can fix a price. We do not accept deposits, part-payments or credit. If the price has risen since you paid, the Platform will ask you to top up before you can lock.

3.3Excess. If you paid more than the locked Order value, we will refund the excess within 2 Business Days after Price Fixing, unless you ask us to apply it to another Gold Reserve Order locked within that time.

3.4Products. You may buy only products on our Gold Reserve product list on the Platform, subject to a minimum order of one piece of the smallest listed product (currently a 1g minted bar). Changes to the list do not affect Reserved Bullion you have already bought, except under section 10.3.

3.5Failed payment. If a payment is dishonoured, reversed or charged back, we may cancel the Gold Reserve Order. We may then apply any amount received towards our loss (measured against our buyback price for the products at the time of cancellation) and the costs we incur. You must pay us any shortfall on demand. We will refund any amount remaining.

3.6GST. Our supply of gold that is “precious metal” under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (gold of at least 99.5% fineness in an investment form) is input taxed, so no GST is included in the price. GST applies to our fees, delivery and other services where required by law.

4.1Matching purchases. After Price Fixing we buy the Fine Gold Equivalent of your Reserved Bullion from a Supplier for credit to our Supplier Account, normally on the same Business Day.

4.2Matching. We intend the credits in our Supplier Accounts to match the total Fine Gold Equivalent of all clients’ Reserved Bullion. Gold we hold for our own account is recorded separately. Under its terms a Supplier may have rights of lien or set-off over our account, which may affect our access to it. We will pay our liabilities to Suppliers when due.

4.3No use of backing. We will not lend, lease, pledge or trade for our own account the gold credited to back Reserved Bullion.

4.4Records. We keep a ledger of each client’s Reserved Bullion and reconcile the total against Supplier records each Business Day. An independent assurance provider will review the reconciliation each year, and we will give you a summary of its report on request.

4.5If backing is impaired. If the backing for Reserved Bullion becomes materially impaired, we will tell affected clients promptly, stop accepting new Gold Reserve Orders until it is restored, and take reasonable steps to restore it.

4.6Changing Suppliers. We may add or change Suppliers and move backing between Supplier Accounts. This does not change your Reserved Bullion, except under section 10.3.

5.1The Platform shows your Reserved Bullion and an indicative value. The indicative value is not an offer to buy.

5.2We confirm each Gold Reserve Order, Pickup Request and Buyback, and send you a statement of your Reserved Bullion each quarter and on request. Section 12.5 of the Client Terms applies to confirmations. Please tell us within 30 days if you think a statement is wrong. We may correct an obvious error in your records and will tell you if we do.

5.3Transfers. You may not transfer Reserved Bullion, or grant security over it, without our written consent. If you die or lose legal capacity, your legal personal representative may make a Pickup Request once we have verified their authority.

6.1Price. The value of gold rises and falls. You bear any change in price until a Buyback price is fixed, including while bullion is fabricated (section 7.3).

6.2LGX. Before transfer under section 7.5, your rights are claims against us. Payments for Reserved Bullion and our Supplier Account balances are not held on trust for you. If we become insolvent, you may rank as an unsecured creditor for Reserved Bullion not yet transferred to you. Section 4 reduces this risk but does not remove it.

6.3Suppliers. Our Supplier Account is unallocated, so our claim against a Supplier is contractual. A Supplier may have rights of lien and set-off over our account, and may close it on short notice and deliver the metal in physical form. Section 10.2 applies if this affects Reserved Bullion.

6.4Location. The gold backing Reserved Bullion is held with Suppliers outside Australia, currently in Hong Kong, where fabrication and collection take place. Moving bullion to another country adds cost and time, and may attract duties and taxes.

6.5Tax. You are responsible for your own tax affairs and should obtain your own tax advice.

6.6Insurance. Insurance arranged under these Terms relates only to fabricated bullion during the transport or custody stages confirmed for your transaction. It does not cover Reserved Bullion, our Supplier Account or our performance of these Terms.

7.1Pickup Request. You make a Pickup Request through the Platform, on a recorded call with us or by our Pickup Request form. You state which pieces of Reserved Bullion you want fabricated (in whole pieces), any Changed Specification, and whether you will collect, have the bullion released to your carrier or delivered, or sell it to us under section 8.

7.2Cancellation. You may cancel a Pickup Request free of charge until we instruct the Supplier. After that, you may cancel only with our agreement and must pay the costs we have incurred. Cancelling a Pickup Request does not affect your Reserved Bullion.

7.3Timing. When we accept a Pickup Request, we will give you an estimated ready date (normally 10 to 15 Business Days after acceptance) and a latest ready date based on the timetable confirmed by the Supplier. We will tell you promptly of any material delay. If the bullion is not ready by the latest ready date for a reason within our control, you may cancel the Pickup Request, and section 11.1 applies.

7.4Ready for Collection Notice. When the bullion is ready, we send you a Ready for Collection Notice stating the products, their serial numbers or seal references, the Collection Point, the last day of the free collection window and the charges that apply if the bullion is not collected.

7.5Ownership. Bullion becomes yours, and ceases to be Reserved Bullion, when it has been fabricated, identified by serial number or seal reference and allocated to you in our records, and released by the Supplier to us or to our order. The Ready for Collection Notice records the date of transfer.

7.6Risk. We bear the risk of loss or damage to bullion transferred to you until it is handed over at the Collection Point, released to your carrier or Delivered, subject to sections 7.14 and 7.15. If it is lost or damaged while at our risk, we will, at your choice, replace it with the same product or refund the price you paid for it.

7.7No fee for your Reserved Bullion. We charge no fabrication, conversion or Handling Fee to fabricate exactly your Reserved Bullion, even if Supplier charges have risen. We bear that cost.

7.8Changed Specification. You may ask for a Changed Specification, subject to availability. It must have the same total Fine Gold Equivalent as the Reserved Bullion it replaces; any additional Fine Gold Equivalent must be bought under a separate Gold Reserve Order, and we do not pay out any difference. A Handling Fee may apply, and will be shown to you before you confirm the request.

7.9Collection in Hong Kong. Collection from the Collection Point is free, by appointment booked through the Platform or by telephone, within 3 days that are both Business Days and Hong Kong business days after the Ready for Collection Notice (the free collection window). Bullion is handed over at the Collection Point (EXW). Please give at least one such day’s notice to reschedule. We do not accept payment at collection. We will send you a reminder one such day before the free collection window ends.

7.10Who may collect. Only an Authorised Recipient may collect. You may nominate up to two people using our Authorised Recipient Nomination form; each must pass our identity verification before we release bullion to them, and you may withdraw a nomination in writing at any time. Each person collecting must produce original photo identification matching our records. We may copy and verify it and call you to confirm the release, and may refuse to release bullion if we are not satisfied about a person’s identity or authority.

7.11Check before you leave. Check the bullion against the Ready for Collection Notice, including product, quantity and serial numbers or seal references, and sign the Collection Receipt. Risk passes to you when you sign. Subject to your mandatory rights, we are not responsible for a shortage or visible damage not noted on the Collection Receipt. You are responsible for your own transport and insurance after collection, and must tell us beforehand if you intend to carry bullion across a border.

7.12Release to your carrier. You may ask us to release the bullion at the Collection Point to a carrier you appoint. We may approve or decline the request and will normally approve only a specialist valuables carrier. You must give us a Release Instruction at least 2 Business Days before the release. You may give it with your Pickup Request; to release within the free collection window, we must receive it in time to allow that notice. We will verify it with you by telephone and release only against the carrier’s signed receipt and the attending individual’s photo identification. Risk passes to you on release. There is no fee for a release to your carrier.

7.13Delivery we arrange. On request we will quote for delivery by a specialist valuables carrier, subject to the carrier’s acceptance and to sanctions and other laws. We contract with and instruct the carrier, and you must give any instruction about the delivery through us. If you accept the quote, we insure the bullion in transit for at least the price you paid for it. You must notify us of visible damage, tampering or a shortage within 24 hours after Delivery, and of non-arrival within 2 Business Days after the estimated delivery date. You are responsible for export and import requirements, duties and taxes.

7.14Failed delivery. Risk passes to you on Delivery or, earlier, when you instruct the carrier to leave the bullion without signature, redirect it or hold it, or at a Valid Delivery Attempt that fails because you or your Authorised Recipient do not accept delivery. Risk does not pass at a failed attempt caused by us or the carrier, or where you reasonably refuse bullion that is damaged, tampered with or incorrect. Once passed, risk remains with you during depot holding, redelivery, return and temporary custody. You must reimburse the reasonable actual carrier charges caused by the failure, which we will invoice with supporting details, but not charges the carrier bills you directly or charges caused by our or the carrier’s error. Bullion returned to us is uncollected under section 7.15.

7.15Uncollected bullion. Bullion is uncollected if it is not collected or released within the free collection window, or if it is returned to us after a failed delivery. Uncollected bullion is held at your risk and does not become Reserved Bullion again. We do not provide storage, but may keep it in our custody or arrange secure custody with a third-party vault, pending collection, release, delivery or disposal. You must pay: (a) a one-off handling fee equal to the greater of 0.3% of the Uncollected Bullion Value or A$500, but not more than 10% of the Uncollected Bullion Value and in any case not more than A$3,000, plus GST (that is, 0.33%, A$550 and A$3,300 including GST, subject to the 10% limit); and (b) the reasonable actual third-party transport, vault and insurance costs attributable to your bullion, fairly apportioned where shared. The Uncollected Bullion Value is our published selling price for the same products when the bullion first becomes uncollected or, if there is none, a replacement value we determine on an objective basis and explain to you. The fee is charged once for each continuous period during which bullion is uncollected, and not to the extent the bullion is uncollected because of our or the carrier’s error. Until disposal you may collect the bullion, or ask us to release or deliver it, and we may require payment of these amounts first.

7.16Disposal of uncollected bullion. If bullion remains uncollected, we may give you a final notice of our intention to dispose of it, stating the amounts then due and how to collect it, by email, SMS and post to your registered details, and will try to call you. If, within 10 Business Days after the final notice, you have not collected the bullion or arranged its release or delivery and paid the amounts due, we may buy it ourselves at a price not less than the better of the buyback prices published that day by two independent bullion dealers for the same or equivalent products, or sell it for the best price reasonably obtainable. From the proceeds we may deduct only the amounts due under section 7.15 and our reasonable costs of sale. We will pay you the balance under section 6.4 of the Client Terms within 5 Business Days, with a statement of the price and each deduction. If the proceeds are insufficient, you must pay us the shortfall on demand. If we cannot pay you, section 6.5 of the Client Terms applies. This section is our agreement with you about the disposal of uncollected bullion, including for the purposes of any law on uncollected goods.

7.17Packaging and identification. Minted products are supplied in the manufacturer’s tamper-evident packaging with a certificate. Cast bars supplied only in a plain case (such as kilobars, other cast bars over 100g and tael bars) are placed, in that case, in a tamper-evident security bag with a unique seal number before release. Each product is identified by its serial number or, if it has none, by the seal number of its packaging or security bag (its seal reference). A seal reference is treated in the same way as a serial number.

8.1No obligation. We are not obliged to buy any bullion from you. We may decline a Buyback request without giving a reason, including during market disruption, while our checks are incomplete or where we suspect unlawful activity. This does not affect your right to have your Reserved Bullion supplied under section 7.

8.2Quote and Price Fixing. You may ask us to buy from you bullion to be fabricated under a Pickup Request, or bullion already transferred to you and not yet collected. The Buyback price is our prevailing buyback price for that product, quoted and fixed under section 12 of the Client Terms. At Price Fixing the Buyback becomes binding and authorises the fabrication and handover steps needed to complete it. It does not mean the bullion has been fabricated, that ownership has passed or that payment is due.

8.3Completion. We will procure the actual fabrication of the bullion and record its serial numbers or seal references against both your Gold Reserve Order and the Buyback. Ownership passes to you under section 7.5 and then to us under the Buyback. We will collect the bullion ourselves promptly after it is ready; you are not required to collect it, and from Price Fixing sections 7.15 and 7.16 do not apply to it. Charges under section 7.15 that accrued before Price Fixing remain payable and may be deducted from the Buyback price.

8.4Payment. We will initiate payment of the Buyback price, less any Handling Fee, to your verified bank account under section 6.4 of the Client Terms by the next Business Day after we have collected and verified the bullion. If the bullion is not ready by the latest ready date under section 7.3 for a reason within our control, you may cancel the Buyback, your Reserved Bullion is unaffected, and section 11.1 applies.

9.1There is no fee for holding Reserved Bullion, for fabricating exactly your Reserved Bullion, or for collection in Hong Kong within the free collection window.

9.2Handling Fee. A fee of USD 200 (the Handling Fee) applies to each Changed Specification and each Buyback, unless the Pickup Request or Buyback concerned is for 1,000g or more in total, or 10 or more pieces of the Same Reserved Specification.

9.3Release and delivery charges are quoted before you give the instruction. Charges for uncollected bullion are in section 7.15. GST applies to our fees where required by law.

9.4Changes to fees. We may introduce a fee, or change a fee, by giving you at least 30 days’ notice. A new or changed fee does not apply to Reserved Bullion for which you make a Pickup Request before it takes effect.

10.1Market disruption. Section 12.7 of the Client Terms applies to Gold Reserve Orders and Buybacks.

10.2Supplier events. If a Supplier closes our Supplier Account, cannot deliver metal or exercises a lien or set-off affecting the backing for Reserved Bullion, we will tell you promptly and take reasonable steps to restore the backing, for example through another Supplier.

10.3Unavailable products. If we cannot supply the products in your Order Confirmation, we will tell you promptly. You may agree to replacement products of the same Fine Gold Equivalent, form and fineness from a refiner on the LBMA Good Delivery List, with no Handling Fee, or cancel the affected part of the Gold Reserve Order and receive a refund of the full price you paid for it within 5 Business Days.

10.4Closure. You may close your Gold Reserve by having all your Reserved Bullion supplied. We may close your Gold Reserve, or stop offering the Gold Reserve, by giving you at least 60 days’ notice, or on shorter notice where reasonably necessary for security or legal compliance, or if you materially breach the LGX Terms. We will then agree with you a plan to supply your Reserved Bullion (by collection, release or delivery) or, if you ask, a Buyback. No Handling Fee applies. Our obligation to supply your Reserved Bullion continues until it is performed.

10.5Compliance holds. Where section 5.2 of the Client Terms allows us to delay or suspend a transaction, we may suspend Pickup Requests and Buybacks.

10.6Force majeure. Section 8.5 of the Client Terms applies to Pickup Requests.

11.1If we fail to supply your bullion as agreed, we will promptly take all reasonable steps, at our cost, to complete supply. This does not limit your rights or remedies under applicable law.

11.2Subject to section 11 of the Client Terms, we are not liable for loss from market movements during the time reasonably needed to process a Pickup Request or Buyback under these Terms.

12.1Section 10 of the Client Terms applies. A change that adversely affects you applies to Reserved Bullion you have already bought only after at least 30 days’ notice, unless the law requires it sooner. Before it takes effect, you may make a Pickup Request for that Reserved Bullion under the current Terms.