1. SOLOMON MINES AS PURCHASING AGENT
Member hereby appoints Solomon Mines and Solomon Mines accepts Member's appointment as non-exclusive, as to the Member, agent for the purchase and for temporary holding of the Gold Bullion. The appointment is non-transferable. As non-exclusive representative, Solomon Mines agrees:
(a) to use best efforts in procuring Gold Bullion(s);
(b) to arrange for proper storage of the purchased Gold Bullion(s);
(c) to maintain competent staff in business operations; and
(d) to maintain adequate records of Member's purchases and of the storage of Member’s purchases.
As part of the appointment, Solomon Mines represents and Member understands and agrees, that Solomon Mines may purchase Member’s Gold Bullion in bulk for many different members at the same time and in the name of Solomon Mines; and that notwithstanding the bulk purchases and by virtue of this Agreement, Solomon Mines hereby assigns to Member all ownership rights to Member’s allocable Gold Bullion subject to the Holding Period and conditions outlined in this Agreement.
As an effect of the appointment, it is understood that Member purchases Gold Bullion(s) through Solomon Mines from Solomon Mines’ supplier; Solomon Mines is not a dealer or broker of precious metals. This Agreement is neither a security nor an investment contract, and shall not be interpreted as either. Member understands and agrees that through Solomon Gold, Member takes title and delivery of the Gold Bullion(s) upon the Gold Bullion(s) reaching the [Brinks] depository. Neither taking title to, nor delivery of, the Gold Bullion to depository relieves the Member of the Holding Period and/or other obligations under the Agreement.
2. SOLOMON MINES AS CUSTODIAN OF DOCUMENTS; BRINKS STORAGE
Member also engages Solomon Mines to procure on Member’s behalf a safe storage of the purchased Gold Bullion(s) in depository with Brink's Global Services USA, Inc. ("Brink's"), for a period of not less than the Full Term. Member agrees to be bound by the terms of the Precious Metals Storage Agreement with Brink’s, as if that agreement was incorporated into this Agreement. The Solomon Mines will pay for the first 6 (six) months of storage, and the Member will pay for the third year of storage at the rate of $0.30 USD per one Ounce per month. Solomon Mines will keep all originals of documents showing Member’s ownership of Gold Bullion(s) and its storage at Brink’s until the end of Holding Period, or until Member’s disposition of Gold Bullion(s) by sale.
1. PURCHASE SIGHT UNSEEN; SUPPLIERS; CERTAIN COSTS
Member understands and agrees that for purposes of this Agreement, gold bars are treated as specially manufactured goods. Gold bars are purchased sight unseen, based on dealer's representations as to quantity and quality; therefore gold bars are bought with no opportunity to inspect samples prior to the actual purchase. Member also understands and agrees that Solomon Mines uses The Hartford Gold Group as its supplier of gold bars. There may be freight costs and handling fees for transporting Gold Bullion by Brinks; however, an estimation of freight cost will depend on the country and address to which the Gold Bullion will be shipped at the end of the Holding Period. The Club does not markup the Gold Bullion purchases. Incidental to purchases of the Gold Bullion third parties, such as banks, impose charges, now estimated at $45.00 per transaction.
2. SOLOMON MINES NOT AN ADVISOR
Member has consulted with a qualified legal, financial and/or tax advisor(s) before investing in precious metals in general, and in Gold Bullion specifically. Member understands that any performance data that may have been quoted represents and is based upon past performance only, and is neither a prediction nor a guarantee of future performance or results. Precious metals may increase and/or decrease in value, and investments in precious metals, like all investments, carry a risk of loss, so you should seek advice of qualified legal, financial and/or tax advisors before investing in precious metals. Neither the Solomon Mines Inc. nor any of its officers, directors, shareholders, or representatives, provides investment advice.
3. MEMBER ASSUMES RISK OF INVESTMENT
Member assumes the risk of all investment decisions, and acknowledges and understands that Solomon Mines has not made and will not make any guarantee, promise, representation, or prediction regarding Member’s ability to profit from any transaction, or any tax consequences or implications of any transaction. In no event shall Solomon Mines be liable for any direct or indirect damages resulting from any transaction involving Member. Solomon Mines expressly disclaims any express or implied warranties, including without limitation any warranty of merchantability or fitness for any particular purpose, and any warranty as to the grade or description of purchased merchandise. Subject to certain limitations outlined in this Agreement, Member alone decides what to purchase and if and when to sell the precious metals, and Solomon Mines guarantees neither the profitability of any transaction, nor that Member will be able to sell any precious metal for a profit.
4. MEMBER’S OBJECTIVES
Though Solomon Mines may assist Member in selecting Gold Bullion, Member acknowledges and understands the decision to purchase is Member’s decision alone and Solomon Mines is not responsible for Member’s decisions. Member further acknowledges and understands that any assistance Solomon Mines may offer to Member, does not create a fiduciary or special relationship between Member and Solomon Mines, and that Solomon Mines is not authorized to offer or provide, and does not offer or provide, legal, investment or tax advice. Any written or oral statements by Solomon Mines regarding future events are statements of opinion only, and Member will not and may not rely upon such statements in connection with any investment or related decision. Member acknowledges having been afforded the opportunity to discuss the risks of all investment decisions with Solomon Mines and, especially, with Member’s own independent advisors, and that Member has not been coerced or pressured into any investment decisions.
5. HOLDING PERIOD
Gold Bullion should be considered a long-term investment, and Member is prepared and willing to hold any purchased precious metal for several years, preferably 3 (three) to 10 (ten) years. Therefore, Member should not invest capital that cannot be held for at least this estimated period of time. Member acknowledges and understands Solomon Mines makes no guarantee or prediction that Member will make a profit, or will not sustain a loss, at the expiration of such period of time.
6. MARKET VOLATILITY
The performance of a precious metals investment, including Gold, depends in substantial part upon often-unpredictable extrinsic market forces, including without limitation supply and demand, international monetary markets, inflation and general economic conditions and expectations. The impact of these forces, or any of them, on the values of precious metals cannot be predicted with any degree of certainty. Member acknowledges and understands the precious metals market(s) can be volatile and that prices may rise or fall over time, and that past performance is no indication of future performance. Moreover, precious metals are not suitable investments for anyone seeking current income. Solomon Mines shall not be liable for any loss caused directly or indirectly by any exchange or market ruling, government restriction, force majeure (i.e., act of God, war, terroriSM, embargos, labor dispute, etc.), or any other cause beyond Solomon Mines’s reasonable control.
7. DISCLAIMER OF DAMAGES
In no event, and under no legal theory, whether in contract, tort or otherwise, that as a result of this Agreement shall Solomon Mines be liable for any direct, indirect, incidental, consequential, economic, non-economic or punitive damages of any kind whatsoever, including without limitation damages resulting from any loss of profits, earnings or business, even if Solomon Mines has been advised of the possibility of such damages.
8. NO REFUNDS
Member understands and agrees that any and all purchases of the Gold Bullion are on all sales are final basis, and also understands and agrees that precious metals cannot be exchanged or returned for a refund. Member agrees to carefully inspect each delivery upon receipt, and if for any reason Member is not fully satisfied with the quality of any precious metal purchased through Solomon Mines, then Member will immediately notify Solomon Mines in writing. If Member notifies Solomon Mines of Member’s dissatisfaction within fifteen calendar days after delivery of the subject precious metal and the original holder in which the subject precious metal was delivered has not been opened, removed, tampered with, or damaged, then the Solomon Mines at its own cost and expense will lobby the seller to replace the subject precious metal with another precious metal of the same denomination/type and grade.
9. POTENTIAL IRA IMPLICATIONS
Though Solomon Mines has made every effort to comply with current federal laws governing IRAs, Solomon Mines expressly disclaims any responsibility or obligation for any tax consequence or impact Member incurs as a result of any Internal Revenue Code regulations or interpretations. Member acknowledges and understands that Member has been advised to seek independent tax advice and Solomon Mines has not made, and will not make, any representations regarding the tax impact or consequences of precious metals held as an investment in an IRA.
10. DISCLAIMER OF EXPRESS WARRANTIES
The Solomon Mines will apply its best efforts to make sure that the nature of purchased Gold Bullion is genuine, but no other promise is or will be made with respect thereto. Grades and descriptions of precious metals are solely expressions of opinion, are not statements or representations of fact or guarantees, and are based upon standards and interpretations that may and do change over time. Solomon Mines uses contemporary grading standards and interpretations to grade Gold Bullion, or relies upon the opinions of recognized independent grading services like: Professional Coin Grading Service, Inc., NumiSMatic Guaranty Corporation of America, American NumiSMatic Association Certification Service (ANACS). Member understands that the Gold Bullion it purchases may not necessarily achieve the same grades an independent grading service in the future.