How to Buy and Sell Precious Metals

TERMS AND CONDITIONS

The following terms and conditions shall govern all purchases and sales ("Transactions") and metal products ("Metals") or coins ("Coins") between A-Mark Precious Metals, Inc. ("A-Mark") and the Client listed on the attached Client Account Information form ("Client").

1. Transactions Must be Confirmed.

   No order for the purchase or sale of Metals or Coins shall be binding upon A-Mark unless and until the Transaction is confirmed by A-Mark with a trade number given to Client. A-Mark, in its sole discretion, may discontinue accepting orders for the purchase of any Metals or Coins or alter or terminate its repurchase policy at any time without advance notice.

2. Client Bears Market Risk After Purchase; General Risks Associated with Metals and Coins.

   Once a transaction is confirmed by A-Mark, a contract is created. Regardless of what happens to the price of the Metals or Coins after the Transaction is confirmed, the contracted price is binding on Client and A-Mark. Client bears the full risk of any movement in the market price of the Metals or Coins between the time of purchase and subsequent delivery. Except as otherwise expressly provided herein, Client is obligated to take delivery of Metals and Coins in consideration of the purchase price originally established in the Transaction, regardless of any subsequent change in the value of the Metals or Coins. Client acknowledges that prices of metals and coins are volatile, and therefore the prices of Metals and Coins may fluctuate significantly over time, based upon numerous factors, including supply and demand among collectors and political and economic conditions.

3. Payment and Delivery Terms for Purchases from A-Mark.

   For individual purchases from A-Mark, Client must send 50% of the indicative price if it is Client's first trade, 25% of the indicative price if it is Client's second trade, and 10% of the indicative price if it is Client's third trade or any trade thereafter. These percentages are subject to change based on order size and based on market conditions/volatility. Once the foregoing payment in Good Funds has been received by A-Mark and verified, A-Mark will call the Client to confirm the Transaction and set a final price. A Transaction number will be given to the Client to confirm the Transaction. Once the Transaction is confirmed and the balance is paid in full or overpaid, the Metals or Coins will be shipped to Client within two business days via registered, insured mail, and any balance of excess funds, if any, will be returned to Client by company check. Once the Transaction is confirmed and a balance remains due, the Metals or Coins will be shipped to Client within two business days via registered, insured mail, once the final payment in Good Funds has been received and the funds have cleared. For all purchases, if A-Mark for any reason fails to receive Client's payment as required herein within five business days of the transaction date, A-Mark in its discretion may at any time thereafter sell the Metals or Coins covered by the Transaction without further notice to or authorization from Client and hold Client responsible for any losses and costs incurred by A-Mark as a result. Client agrees immediately upon demand to pay and reimburse A-Mark for all transaction fees and all losses incurred by A-Mark as a result of any such payment default by Client and subsequent liquidation of the Metals or Coins involved.

4. Applicable Taxes.

   A-Mark will charge Client for, and Client shall pay, any sales taxes or other taxes (except those measured on A-Mark's income) that may be assessed as a result of any Transactions, including but not limited to taxes assessed for merchandise purchased from A-Mark. For international Transactions, this includes any value added taxes (VAT), foreign exchange, or other taxes or assessments.

5. Losses During Shipment; Force Majeure.

   A-Mark shall not be responsible for any loss or disappearance of any Metals or Coins while in the U.S. mails or otherwise shipped or delivered in accordance with this contract or with Client's instructions for any Transaction(s). Client shall make claim and have recourse to any postal insurance or other claim against the U.S. Postal Service only, and not A-Mark. A-Mark does not ship Metals or Coins to addresses outside the United States. Furthermore, in the event of any act of God, transportation or shipping disruption or breakdown, failure of utilities or telecommunications, war, labor unrest, or other event beyond A-Mark's reasonable control, whether or not similar to the foregoing, the obligations of A-Mark hereunder shall be suspended to the extent affected thereby and A-Mark shall have no liability to Client as a result thereof.

6. Policies Regarding Sales by A-Mark of "When-Issued" Coins.

   If A-Mark sells a Client "when-issued" Coins, in no event shall A-Mark be required to acquire such Coins from any source other than the issuer agreed to at the time of the purchase or sale (the "Transaction") in order to fulfill its obligations regarding a Transaction, and if A-Mark acquires such Coins from any other source, it shall not be obligated to deliver them to Client. If Client wishes to sell "when-issued" Coins prior to delivery, A-Mark will repurchase Client's Coins at A-Mark's then-current bid price for such Coins. A-Mark shall have no obligation to include the same sale premium or discount that applied to Client's original purchase of such Coins. If an issuer of Coins cancels the issuance of Coins or does not provide A-Mark with an allotment of such Coins, A-Mark may terminate a purchase of "when-issued" Coins upon written notice to Client, in which event Client shall sell the "when-issued" Coins to A-Mark at A-Mark's then-current bid price for such Coins, together with the same sale premium originally paid in the Transaction, and neither party shall have any further obligation or liability to the other. If an issuer announces a delay in issuance for more than sixty (60) days after the anticipated issuance date at the time of the Transaction, or any other force majeure event or other event outside the control of either party hereto occurs which materially affects the delivery of "when-issued" Coins to a Client, A-Mark in its sole discretion shall have the right to terminate the Transaction and cause Client to sell the "when-issued" Coins to A-Mark as provided above.

7. Purchases by IRA Accounts.

   If Client wishes to purchase Metals or Coins from A-Mark for an Individual Retirement Account (IRA), an Investment Direction Form must be completed by Client designating their selection of A-Mark as their Dealer. This Investment Direction for IRA Holders must be sent to the American Church Trust Company of Houston, Texas, or the Sterling Trust Company of Waco, Texas, (only authorized custodians) as Custodian of such IRA account ("Custodian"). In such cases, unless otherwise directed by Client, A-Mark will deliver metals for storage to Custodian, Church Trust Company or Sterling Trust Company as Custodian and that A-Mark is not responsible for the actions or errors of Custodian, and any claims related thereto shall be pursued against custodian only, and not A-Mark.

8. Sales of Metals and Coins to A-Mark.

   If Client wishes to sell Metals or Coins to A-Mark, Client may telephone or otherwise contact an A-Mark marketing representative and advise such representative that Client desires to sell Metals or Coins to A-Mark. If so instructed by A-Mark's representative, Client shall deliver the Metals or Coins to be sold, at Client's risk and expense, to Los Angeles Federal Coin Wrapping & Processing Center, Inc. ("LAFC") at 550 S. Hill Street, Suite 1635, Los Angeles, CA 90013, for the account of A-Mark Precious Metals. Brinks Special Services is a third party not affiliated with A-Mark. Upon Brink's receipt of the Metals or Coins, Brinks Special Services shall verify the quantity and quality of the delivery, usually within one business day, and then upon notification from Brinks Special Services, A-Mark will telephone or otherwise contact Client to set a purchase price based on the then-current bid price for such Metals or Coins. At such time, a Transaction number will be given to Client to confirm the Transaction. No purchase Transaction occurs prior to A-Mark's giving Client a Transaction number. A-Mark will issue payment for the Transaction to Client within two business days of the Transaction date. In the event that Brinks Special Services cannot verify the quantity or quality of the Metals or Coins, or if Client does not accept A-Mark's bid price therefore, then the Metals or Coins will be returned by Brinks Special Services to Client at Client's risk and expense via registered, insured mail. Client acknowledges that A-Mark is not responsible for the actions or errors of Brinks Special Services, and any claims related thereto shall be pursued against Brinks Special Services only, and not A-Mark.

9. Other Requirements and Procedures.

   A-Mark may from time to time establish minimum purchase, sale or physical delivery requirements or other procedures or requirements not specified herein. All purchases and sales are subject to such procedures and requirements in effect at the time such purchase or sale takes place.

10. Limited Warranty; Limitations on A-Mark's Liability.

    A-Mark warrants that the Metals or Coins sold in any Transaction will conform to the descriptions thereof in A-Mark's sales materials on the date of sale. The foregoing limited warranty is limited to a period of ninety (90) calendar days from delivery. Unless written notice of any alleged defect or non-conformity is given to A-Mark prior to the expiration of the limited warranty period, all warranty liability shall terminate. A-MARK DISCLAIMS AND CLIENT WAIVES ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, and any such warranties which cannot be waived shall in any event be limited in duration to the duration of the foregoing limited warranty. No agent, employee or other representative of A-Mark has the authority to create any other affirmation, warranty or representation, either oral or written, regardless the products.

    THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY, EXPRESS OR IMPLIED, SHALL BE THE REPLACEMENT OF DEFECTIVE OR NON-CONFORMING PRODUCTS, OR, AT A-MARK'S OPTION, REFUND OF ALL OR A PORTION OF THE PURCHASE PRICE. Client agrees that the foregoing remedies shall not be deemed to have failed of their essential purpose so long as A-Mark is able to refund the purchase price. A-MARK SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, whether or not A-Mark has been advised of the possibility of such damages.

    Client acknowledges and agrees that the foregoing disclaimer of warranties and limitation of liability provisions are an essential basis for Client's agreement with A-Mark, that A-Mark would not have entered into this contract but for these provisions, and that the foregoing exclusion of special, incidental, consequential or other damages shall apply whether or not A-Mark is able to repair or replace any defective or non-conforming products.

11. Complete Agreement; Severability; Cumulative Remedies.

    This contract shall be the entire agreement of the parties and shall supersede all other agreements or representations, oral or written. Any invalid provision shall not affect the validity of all other provisions and shall be enforced to the maximum permissible extent. This contract may not be amended, modified, or canceled, except in writing signed by duly authorized representatives of A-Mark and Client; provided, however, that A-Mark may from time to time unilaterally notify Client in writing of additional or changed Terms and Conditions which are to be effective as to future Transactions occurring after the date of such notice, and in such event such additional or changed Terms and Conditions shall automatically be binding upon both parties as to any subsequent Transactions engaged in by Client. All remedies of A-Mark will be deemed cumulative and will be in addition to any other remedies A-Mark may have under law. A-Mark's exercise of any one or more remedies shall not be deemed an election of remedies.

12. Governing Law.

    This Agreement shall be governed by the laws of California and the parties agree to be subject exclusively to the jurisdiction and venue of the Superior Court for the Central District of California, as to any disputes arising out of or related to this Agreement, whether contract, tort, or both.

13. Attorneys' Fees and Costs.

    You shall pay to A-Mark all costs and expenses of collection of amounts due herein, or to otherwise enforce any or all provisions of this Agreement or the subject matter of this Agreement, including but not limited to, reasonable attorney fees and costs incurred before legal action if any, is commenced, and fees and costs incurred in connection with the protection, or realization of the Metals or Coins. You further agree that in any litigation or other proceeding based upon, arising out of or related to this Agreement, You shall pay to A-Mark its attorney fees and other expenses and costs incurred in connection with the litigation or other proceeding if A-Mark is the prevailing party.

14. Time is of the Essence/No Waiver.

    Time is the essence with respect to all of the provisions of this Agreement. No waiver of a breach, failure of condition, or any right or remedy contained in this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy, shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

15. Waiver of Jury Trial And Arbitration.

    THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS OR ANY OTHER AGREEMENT NOW OR HEREAFTER ENTERED INTO BETWEEN THE PARTIES, WHETHER CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.The parties also waive any rights they may have to arbitration of any matter arising pursuant to this or any other Agreement now or hereafter entered into between the parties, including waiving any rights to arbitration under the rules of the Professional Numismatic Guild.