GENERAL TERMS AND CONDITIONS RELATING TO THE PROCESSING AND PURCHASE OF MATERIALS CONTAINING PRECIOUS METALS (ARIYOR)
Article 1: Preliminary
The present general terms exclusively govern the relationship between Ariyor and the client (the
“Supplier”), unless otherwise expressly agreed in writing. Any matter not covered by these general
conditions shall be settled in accordance with the provisions of the applicable law. Supplier agrees to
accept and be bound by the terms and conditions set forth herein. Suppliers’ general terms and
conditions of business will not be accepted, nor will they be implicitly accepted by the unconditional
acceptance of goods, the provision of services or receipt of payment.
Article 2: Definitions
“Business Days” shall mean any day that is not a Saturday or a Sunday and on which banks are open
for corporate business in Luxembourg, Grand-Duchy of Luxembourg
“Delivered Material” shall mean the returnable metals delivered by the Supplier to Ariyor.
“Product Form” shall mean the form made up in three original copies at the time of delivery of the
Article 3: Identification – Weighing – Sampling – Assaying
The Delivered Material shall form a complete and separate lot and will be numbered to allow subsequent
identification prior to the start of the weighing, sampling and assaying operations.
The Delivered Material is weighed at Ariyor using calibrated scales. The weighing results are
unconditionally accepted by the Supplier, save for proof of the contrary provided by the Supplier.
By signing the Product Form, the Supplier requests and authorizes Ariyor to perform an assay on a
sample of the Delivered Material and to refine the Delivered Material, unless the Supplier explicitly
indicates on the Product Form that only an assay on a sample of the Delivered Material is to be
performed. A sample of Delivered material is obtained through a sampling process at Ariyor, which
includes the melting of the Delivered Material in its original shape or form. The Supplier consents to this
The Supplier unconditionally accepts the results of the assay performed by Ariyor. The Supplier is
entitled to have an independent counter-assay carried out, which must be requested prior to delivery of
the returnable metals by the Supplier, by indicating “counter-assay” on the Product Form or by sending
a registered letter to Ariyor prior to delivery. The third party performing the counter-assay will be the
XXXXXXXX. If the Supplier has not requested for a counter-assay as set out above, it shall be
conclusively presumed that the Supplier has waived its right to a counter-analysis.
If the difference between the results of the assay carried out by the laboratory of Ariyor and those of the
assay carried out by the XXXXXXX is not more than 3% the Supplier will unconditionally accept the
results of the assay performed by the laboratory of Ariyor and will bear all costs related to the counterassay. In the event of a greater difference, Ariyor will bear the cost of the counter-assay.
Save for the above, all costs related to weighing, sampling and assaying will be borne by the Supplier.
These charges shall be paid by Supplier upon delivery of the returnable metals.
Article 4: Restitution – Sale of Delivered Material to Ariyor
After completion of the weighing, sampling and assaying operations and exchange of the assay results,
Ariyor may submit an offer to the Supplier to purchase the Delivered Material, depending on the results
of the assay. Assays of gold will be performed within three (3) Business Day following the day of delivery
of the returnable metals. Assays of all other precious metals will be performed at the latest twenty-one
(21) Business Days following the date of delivery of the returnable metals. In case the Delivered Material
contains gold, Supplier must indicate by telephone, fax, mail, or email within the same Business Day,
whether he wishes to accept the Ariyor’s offer to buy the Delivered Material or whether he wishes Ariyor
to return the refined Delivered Material. In case the Delivered Material contains other precious metals,
Supplier must indicate by telephone, fax, mail or email within the same Business Day from the moment
of the offer whether he wishes to accept Ariyor’s offer to buy the Delivered Material or whether he wishes
Ariyor to return the refined Delivered Material. If the Supplier has not indicated as set out above within
the same Business Day, whether he wishes to accept Ariyor’s offer to buy the Delivered Material it shall
be conclusively presumed that the Supplier has refused Ariyor’s offer. As a principal, all offer made by
fax, mail or email are indicative only, not binding and shall always be followed by a formal offer duly
agreed between Ariyor and the Supplier. Any communication errors, misunderstanding or mistakes in
telephone communications with the Supplier or third parties shall be borne by the Supplier. By accepting
an advance at the date of delivery of the metals, the Supplier accepts the sale of the Delivered Material
Restitution of the (refined) Delivered Material is only possible upon submission of the original Product
Form. The Supplier is entitled to give instructions (country of destination, forwarding agent, means of
transportation etc.) regarding the physical delivery of the (refined) Delivered Material. Supplier shall bear
the costs and risk of the return delivery.
The value of the Delivered Material is calculated based on recovered net metal content and based on
the price agreed between Ariyor and the Supplier on the date of delivery of the returnable metals, unless
otherwise indicated on the Product Form, in which case the value will be based on the price agreed
between Ariyor and the Supplier on the date of sale. The value of the Delivered Material will be paid
within three (3) Business Days following receipt of Supplier’s invoice or cash upon presentation of a
statement of purchase by Ariyor to the Supplier; under deduction of all pending charges due and of a
possible advance as indicated on the Product Form.
4.4. Telephone Orders
The Supplier consent to Ariyor’ practice to record all telephone conversations with Ariyor’ with regard to
purchase orders. The recordings of and/or transcript of the telephone conversations will constitute prima
facie proof of the subject matter of the purchase order concerned. In the event of a dispute, they may
be used as evidence before the body appointed to resolve the dispute. Ariyor reserves the right, when
it deems useful or necessary, to ask the holder to confirm telephone orders and/or requests by means
of letter, fax, email or any other electronic message system. Ariyor may postpone the execution of orders
pending receipt of such confirmation.
4.5. Email Traffic
Emails sent between Ariyor and the Supplier, as identified by the email address stated on the
identification form, serve as prima facie proof of the subject matter of the transaction concerned.
4.6. The Supplier
The Supplier is entitled to appoint third parties who are mandated to receive disbursements or
restitutions of precious metals by Ariyor. The identity of these third parties must be indicated on the
Product Form. Any disbursement or restitution to such third parties discharges Ariyor from any liability
towards the Supplier.
Article 5: Title and risk of loss
Title to and risk of loss the Delivered Material shall remain with the Supplier throughout the entire
process of weighing, sampling and assaying. Title to and risk of loss the Delivered Material will only
pass to Ariyor upon the date the Supplier accepts Ariyor’s offer to buy the Delivered Material,
notwithstanding Ariyor to retain or sell returnable metals for an amount equivalent to the total amount
due by the Supplier. The Supplier declares that the Delivered Material is the property of the Supplier
who has good and valid title thereto and that the Delivered Material is free of any mortgage, pledge,
security interests, options, liens, claims, charges, contractual commitments or other encumbrances,
whether existing or potential. The Supplier will provide Ariyor with any proof thereof if asked to do so by
Article 6: Storage
The Supplier acknowledges that the Supplier’s Delivered Material will be held in storage facilities
selected by Ariyor. The Delivered Material will remain titled and be held in the name of at such storage
facility subject to Ariyor’s storage arrangements. The Supplier acknowledges that Supplier’s ownership
of the Delivered Material does not necessarily relate to a specific bar, but rather, relates to a specific
quantity of Delivered Material.
Article 7: Valuation – Expertise
Ariyor will assess the value of the Delivered Material using a calculation based on the price of the
applicable precious metal (gold, silver, platinum, etc.) on the same day and process the Delivered
Material on the grounds of a formula based on (i) the purity and weight of the Delivered Material, and
(ii) any other factor that we deem to be appropriate. When Ariyor receives a Delivered Material that is
broken, knotted and/or tangled and requires extraordinary effort to appraise, Ariyor reserves the right to
use an estimate to calculate the purity and weight of the Delivered Material.
Once the Delivered Material have been received, Ariyor will test them to determine their value. By
sending the Delivered Material (s) to Ariyor, the Supplier agrees and accepts that this process of
determining a value involves placing certain acids on the gold, silver, platinum, palladium or any other
precious items, which may leave permanent staining and/or deep scratches. During testing, Aryior may
file the surface, cut and separate non-gold parts such as brooch pins, and remove stones from their
settings. Ariyor reserves the right to estimate the weight or remove any non-precious metal material
(e.g. glass, stones, enamel, steel, precious stones or other metals). Delivered Material(s) may be
damaged in this process and Ariyor shall not liable for any damage caused in this way or any resulting
decrease in the value of the Delivered Material(s).
Following the evaluation process, a fully detailed and itemised report will be produced and emailed to
the email address you provided. This report contains the estimated for the precious metals (the “Offer”).
In cases where Ariyor is unable to verify the Delivered Material (s) as gold or any other precious metals,
the Supplier will be informed accordingly. Aryior will endeavour to do this within 24 hours of evaluating
the item(s). Ariyor will call the Supplier on the contact number provided to discuss the Offer. The Supplier
may also accept our offer via email or in written correspondence. If the Supplier do not accept the Offer,
the Delivered Material (s) will be re-valued the next day with a new offer based on that days live precious
metals spot prices.
Article 8: Insurance
The Supplier shall, at his own expense, obtain and pay for any insurance with a first class underwriter
of good reputation to cover the value of the Delivered Material. The insurance shall be taken against all
risks including strike, riot and war risks and be in effect from warehouse to warehouse.
Article 9: Warranty and Representation
The Supplier warrants and represents that the funds used and the Delivered Material do not serve any
illegal purpose such as money laundering or the financing of any criminal or terrorist activities. The
Supplier undertakes to verify by all means at his disposal the origin of the Delivered Material and the
funds at his disposal. Any irregularity shall be reported immediately to Ariyor. The Supplier declares that
all Delivered Material, especially jewelry, is registered in their books, which can be consulted on first
demand by official and competent services. The Supplier will further warrant and represent that he has
a high level of integrity and does not be in breach of any local laws. Any violation may lead to the
immediate termination of the cooperation.
Article 10: Absence of precious metals
Should the assay reveal that the Delivered Material do not contain any or very few precious metals, the
Supplier will bear all costs for any customs formalities, as well as the costs for destruction or return of
the Delivered Material. Ariyor is entitled to require a security as it sees fit from the Supplier to cover the
expenses mentioned above.
Article 11: Absence of Toxic Substances
The Supplier commits to strongly confirm that the Delivered Material does not contain toxic substances
such as but not limited to mercury. If the Supplier disregard to disclose the existence of toxic substances
in the Delivered Material, he will be held liable for all caused adverse effects and he will
Article 12: Data Protection
The Supplier agrees that Ariyor may collect, store, process personal information insofar as necessary
to perform its duties and obligations with respect to the transaction or its obligations.
Ariyor undertakes not to transfer the data to any third party, without the prior consent pf the Supplier.
The Supplier have a right to access to his personal data any may ask for rectification where such data
is inaccurate or incomplete.
Ariyor will keep the data for so long as required for the provision of the rendering of its services.
Article 13: Miscellaneous
In the event that any one or more provisions contained herein shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall remain in full force and effect. Ariyor’s failure to
enforce, or Ariyor’s waiver of a breach of, any provision contained herein shall not constitute a waiver of
any other breach or of such provision.
Article 14: Jurisdiction and applicable law
These general terms as well as any relationship or agreement between parties shall be governed by
and construed in accordance with Belgian law, excluding the Luxembourg law of conflict of laws. All
disputes which may arise between parties belong to the exclusive jurisdiction of the courts in