Terms and conditions

Applicable as of 12 May 2022

K.A. RASMUSSEN AS STANDARD TERMS AND CONDITIONS

These standard terms and conditions (hereafter the “Standard Terms and Conditions“) apply to all orders, agreements and transactions involving K.A. Rasmussen AS, org. no 915 309 054 (hereafter “KAR“) and customers of KAR.

1. GENERAL PROVISIONS

1.1 Interaction of the Standard Terms and Conditions with other agreement documents.

The provisions in these Standard Terms and Conditions supplement all orders, agreements, and transactions involving KAR and customers of KAR. In the event of a conflict between provisions in the Standard Terms and Conditions and any agreement between KAR and the customer, the provisions of the agreement shall take precedence.

1.2 Amendment of the Standard Terms and Conditions

KAR will give notice of change to the Standard Terms and Conditions of www.karasmussen.com

1.3 Customer information, customer register and “Responsible Metals Trading”

The customer is aware and accepts that KAR has procedures for gathering information relating to the customer relationship, the beneficial owners of the customer, and the origins of precious metals and funds. The purpose is to avoid involvement in terrorist financing, money laundering, and other financial crime. KAR’s policy, procedures, and rules in this area are collectively referred to as “Responsible Metals Trading” and require the gathering and checking of information from the customer and publicly accessible registers.

If KAR’s checks of the customer relationship reveal breaches of KAR’s Responsible Metals Trading rules, KAR may terminate the agreement with the customer with immediate effect. When conducting periodic reviews of its customer register, KAR will inactivate customers with no registered customer-account transactions in the last five years.

1.4 Data protection

All personal data will be processed in accordance with KAR’s data protection policy, which is available on www.karasmussen.com.

1.5 Precious metal prices

All transactions involving precious metals will be executed based on the current market price (spot price) or the next available market price (London Gold/Silver/Platinum/Palladium Price) – often referred to as “benchmarking” or “fixing” – with a percentage mark-up or deduction. In transactions involving rhodium, the base price will be the latest available market price. Where an order is based on benchmarking or fixing, the basis for pricing the ordered metal will be decided once the base price is available. If an order confirmation is generated before the base price is available, it must specify that the metal price will be updated.

1.6 Set-off and payment by third parties

KAR is entitled to set off any unpaid invoice, regardless of the payment date, in connection with the settlement of sums owed in connection with KAR’s purchases of metals or the use of metals held by a customer in a metals account with KAR.

KAR does not accept third-party payment for goods or services.

1.7 Confidentiality/intellectual property rights

KAR and the customer shall keep confidential all information which is received by KAR or the customer in the context of the contractual relationship between them and which is not publicly accessible.

KAR holds and owns all rights linked to KAR’s business, KAR’s production methods, and KAR’s production processes, including all copyrights, patent rights, know-how, design rights, and business secrets. This agreement does not grant the customer any right to use KAR’s rights without written consent.

1.8 Choice of law and dispute resolution, etc

All contractual relationships between KAR and customers of KAR are governed by Norwegian law.

Efforts shall be made to resolve any dispute that may arise in connection with a contractual relationship between KAR and a customer of KAR through negotiations.

If such negotiations are unsuccessful, the dispute shall be brought before the ordinary courts for hearing. Østre Innlandet District Court is the correct legal venue.

References to Norwegian laws in these Standard Terms and Conditions shall mean the specified laws as in force at any given time, as well as related regulations.

2. SALE OF GOODS AND SERVICES

2.1 Offer and Acceptance

Unless otherwise specified in a written offer presented by KAR, an acceptance deadline of 14 days applies.

2.2 Order confirmation

Any written order confirmation shall be deemed binding on the parties unless the customer has pointed out an error or errors in the confirmation within a reasonable period of time. Where no order confirmation is issued, the invoice shall be deemed to constitute the order confirmation.

2.3 Weight differences – precious metals

When precious metal alloys or other goods priced by weight are despatched, the weighed weight may differ by up to 5% from the quantity specified in the received purchase order or the issued sale order confirmation. Such a difference may not be invoked as a defect in the good.

2.4 Goods produced to the customer´s specification

Where goods are produced to the customer’s specification or produced goods do not form part of KAR’s standard product range, KAR may invoice the agreed payment based on the production value if the purchase is canceled, regardless of the reason for cancellation.

2.5 Special orders

KAR may help a customer to make purchases of alloys, articles, machinery, etc. that do not form part of KAR’s standard product range from business partners. When a customer places this type of order, the order will be deemed binding, and the good(s) will be non-returnable.  

2.6 Freight and insurance

In case of a delivery purchase, KAR will invoice the customer for freight insurance.

2.7 Delivery terms

Delivery terms will be set in accordance with Incoterms 2020. The standard delivery terms for sales to customers in Norway are CIP (Carriage and Insurance Paid To), with specifications of the agreed destination address or goods receipt address.

The standard delivery terms for exports are FCA (Free Carrier), with specification of the agreed delivery address.

In the case of returns and complaints, the customer bears all risks attaching to the goods and must insure the goods until they are in KAR’s possession at KAR’s place of business at Birkebeinervegen 24, 2326 Hamar or Hovfaret 17, 0275 Oslo.

On request, KAR will present an insurance certificate showing that the goods have been insured while KAR has had insurance liability during transportation pursuant to the delivery terms.

2.8 Payment

The standard payment terms for private persons are payment in advance.

Commercial customers will be invoiced in arrears, conditional on satisfactory prior credit assessment. However, KAR reserves the right to demand payment in advance from commercial customers before delivering goods.

An invoice fee will be charged if a paper invoice is sent.

If a customer fails to fulfill its payment obligation or otherwise breaches or fails to comply with the agreement, KAR will be entitled to compensation for its loss if the base price of the precious metal in question has fallen during the period between invoicing and cessation of the agreement.

2.9 Payment reminder and late payment interest

Fees are charged for payment reminders. If payment is not received within 14 days of a payment reminder being issued, a second payment reminder will be issued by way of notice of collection proceedings. Collection proceedings will be started if payment is not received within 14 days of the notice of collection proceedings being issued.

All payment reminders and payment claims will be sent electronically, provided that a satisfactory mechanism is available for sending such notifications.

Late payment interest will be charged on overdue payments in accordance with the Interest on Overdue Payments Act (Act No. 100 of 17 December 1976).

2.10 Reservation of ownership

In connection with sales of goods, KAR reserves ownership of all goods until they have been paid for in full (seller’s fixed charge). Until goods have been paid for in full, they may not be incorporated into any charge over the customer’s stock, must be kept separate and must be clearly marked “Property of K.A. Rasmussen AS” until they are used in the customer’s own production.

2.11 Defects in goods. Remedies for breach. Right of cancellation

The sale of goods acts, i.e. the Sale of Goods Act (Act No. 27 of 13 May 1988) and the Consumer Purchases Act (Act No. 34 of 21 June 2002) decisively regulate what constitutes a defect in a good delivered by KAR. The sale of goods acts regulates the parties’ respective rights and obligations when a defect exists.

No right to return or right of cancellation applies in connection with purchases of goods unless the purchase falls within the scope of the Cancellation Act (Act No. 27 of 20 June 2014).

When a purchase of goods falls within the scope of the Cancellation Act, see section 2.12 below, the cancellation deadline is 14 days after receipt of the goods; see section 21 of the Cancellation Act. The Cancellation Act does not apply to purchases of precious metals, see section 22(d), and therefore no right of cancellation applies to such purchases.

Returns of goods pursuant to the Cancellation Act must be pre-approved by KAR and must occur within 14 days of the right of cancellation being exercised; see section 25 of the Cancellation Act. A returns form must be submitted along with the returned goods. The goods must be in their original packaging, unopened and undamaged, and must not have been made less saleable otherwise. The goods must be packaged appropriately for return to KAR. Customized orders are non-returnable. Customers bear the cost of returning goods unless specifically agreed otherwise. Customers may not use a cash on delivery (COD) service when returning goods.   

If a customer discovers that goods have been lost or damaged upon receipt of a consignment, the customer shall immediately inform KAR and the transporter, including pictures and a description of damage/loss in the report.

2.12 Special provisions on webshop orders

When an order is placed via the webshop, a binding agreement will be entered into as soon as the customer places the order with KAR. Payment and delivery are regulated in sections 2.6 onwards of the Standard Terms and Conditions.

When a consumer places a webshop order, the provisions on the right of cancellation in section 2.11, third and fourth paragraphs, of these Standard Terms and Conditions shall apply. A cancellation form will be provided together with the delivery or the order confirmation. The cancellation form is also available on www.karasmussen.com.

If the customer is a commercial party, the provisions of the Sale of Goods Act (chapter V) apply in the event of any delay or deficient performance by KAR.

If the customer is a consumer, the rules in chapters 5 and 6 of the Consumer Purchases Act apply. In the event of a delay for which KAR is liable, see section 2.11, any customers who is a consumer may bring claims as detailed in section 26 of the Consumer Purchases Act, including:

a) retaining the purchase price pursuant to section 28

b) choosing rectification or re-delivery pursuant to sections 29 and 30

c) claiming a price reduction pursuant to section 31

d) claiming termination pursuant to section 32

e) claiming damages pursuant to section 33.

Consumers must submit a complaint within a reasonable period after the date on which the defect is discovered or should have been discovered; see section 27 of the Consumer Purchases Act.

In the event of a delay, a customer who is a consumer may bring claims as detailed in section 19 of the Consumer Purchases Act, including:

a) retaining the purchase price pursuant to section 20

b) claiming performance pursuant to section 21

c) claiming termination pursuant to section 23

d) claiming damages pursuant to section 24.

KAR’s data protection policy is available on www.karasmussen.com; see section 1.4 of the Standard Terms and Conditions.

The Standard Terms and Conditions otherwise apply to webshop orders unless otherwise specified in this section 2.12 or any separate agreement between KAR and the customer.

3. PURCHASE AND REFINING OF METALS

3.1 Process description

KAR accepts and purchases precious metals from customers for refining, working and resale. Refining of precious metals entails separating and extracting individual elements through metallurgical processes. When it receives metals, KAR weighs and homogenises the metals and determines their purity through analysis. Analyses may be carried out using an x-ray machine or full-scale chemical analysis.

KAR must be given prior notice of all consignments.

Following homogenisation through smelting or dissolution, metals deposited by customers will no longer be identifiable or separable from other metals in KAR’s holdings of precious metals. Metals extracted by KAR during refining are subject to analysis uncertainty, smelting losses and process risk.

Customer may, in advance and at their own expense, request representation by a neutral third-party during weighing, homogenisation and sampling. In such cases, an additional sample will be taken for the customer’s representative. The analysis results determined by KAR and the customer’s representative shall be exchanged on a pre-agreed date. If KAR and the representative arrive at different analysis results, the payment shall be set based on the average value provided that the results fall within the tolerance limits. If the maximum agreed tolerance limits are exceeded, or if the parties fail to agree such tolerance limits, the parties shall seek to agree on the payment. If no agreement is reached, the metal content shall be determined by an independent third party (umpire) appointed jointly by the parties.

If the customer decides not to be represented during weighing and sampling, the payment shall be set on the basis of KAR’s analysis.

KAR shall issue a confirmation of receipt or an order confirmation when it receives metals for refining. The confirmation will specify the received weight and the analyses to be undertaken in accordance with the customer’s instructions. The confirmation may also specify the expected payment date. KAR must be notified of any difference between the weight specified in the confirmation of receipt and the customer’s own information without undue delay.

The customer shall be issued with a purchase note in connection with valuation and the subsequent purchase of metals. KAR may refuse a refining assignment or purchase without having to provide reasons for doing so.

Purchases of goods and trades falling within the scope of the Secondhand Trading Act (Act No. 105 of 22 December 1999) are subject to the provisions of the Secondhand Trading Act and the Secondhand Trading Regulations (Regulation No. 1379 of 22 December 1999). KAR holds a secondhand trading permit; see section 2 of the Secondhand Trading Act and chapter 2 of the Secondhand Trading Regulations.

KAR may store pictures and a description of deposited metals for up to 10 years. Analysis samples are destroyed six months after being taken.

3.2 Undesirable and hazardous components

The customer shall inform KAR of any dangers or risks associated with the customer’s deliveries to KAR, including special waste, hazardous waste, and possible radioactivity.

KAR is entitled to invoice additional costs incurred in connection with damage, deposit fees, etc. linked to undesirable and hazardous components and/or breach of the disclosure duty.

3.3 Delivery terms, risk, and ownership

Delivery terms are set in accordance with Incoterms 2020. If it has been agreed in advance that KAR will purchase the metals, ownership shall pass to KAR at the time of delivery.

3.4 Purchase and refining of precious metals located in Norway

The standard delivery terms for purchases or refining of goods located in Norway are DAP (Delivered at Place), and the specified delivery location is Birkebeinervegen 24, 2326 Hamar.

However, KAR shall bear the risk associated with transportation of goods to KAR using KAR’s approved return packaging, capped at NOK 300,000 per consignment for business customers and NOK 50,000 per consignment for private customers, and in accordance with insurance company “A” terms, provided that the consignment is not covered by the seller’s transportation insurance and the seller can satisfactorily document the content and value of the consignment if damage occurs.

3.5 Purchase and refining of precious metals in connection with importation to Norway

The customer shall notify KAR in advance whether worked physical goods are to be returned, whether a transfer is to be made to a third-party metals account belonging to the customer or whether the metals are to be sold to KAR.

3.5.1 Purchase of precious metals in connection with importation to Norway

The standard delivery terms for purchases of precious metals in connection with importation to Norway are DAP (Delivered at Place), and the specified delivery location is K.A. Rasmussen AB, Grenadjärgatan 14, 25453 Helsingborg, Sweden.

3.5.2 Refining and working of precious metals in connection with importation to Norway

The standard delivery terms for refining or working for foreign customers are DAP (Delivered at Place), and the specified delivery location is Birkebeinervegen 24, 2326 Hamar.

All deliveries where physical metals are to be returned to the sender in worked form will be classified as refining and/or working. This also applies where the customer requests payment in the form of a transfer to a third-party metals account.

3.6 Release of information and metals to public authorities

KAR will provide public authorities with information about deposited metals if required to do so. If KAR is required to release metals to the police based on suspicions regarding stolen property, handling of stolen goods or money laundering, payment to the customer will be deferred until the metals have been returned to KAR and the suspicions have been disproven.

3.7 Sale document and payment

KAR will issue an invoice for delivered refining services and make payment for precious metals by issuing a purchase note or crediting the customer’s metals account; see section 4 of these Standard Terms and Conditions. The seller will issue a sale document in cases not covered by section 3.8.

3.8 Issue of sale documents on behalf of sellers

Where precious metals have to be weighed, analysed or otherwise assessed before payment can be made, KAR will issue sale documentation on behalf of the customer. The same applies to purchases of metals from the customer’s metals account. Acceptance of these Standard Terms and Conditions shall be deemed to constitute a written agreement pursuant to the Bookkeeping Act (Act No. 73 of 19 November 2004).

4. METALS ACCOUNT

4.1 Definition

“Metals account” means an account for settlement between KAR and an individual customer, quantified as the weight of the individual metal. The weight expresses the volume of metal available to the parties for the purposes of trading or payment at the time of a trade or payment transaction. Deposits into, withdrawals from and the balance of a metals account are deemed transactions or open accounts specified by weight, not monetary value.

Holdings in a metals account are the property of the account holder but form part of KAR’s holdings of precious metals, and therefore do not equate to an allocated share of each individual metal for each individual customer. Since the balance of a metals account is therefore neither identifiable nor separable, it does not confer entitlement to a specific physical share of KAR’s metal holdings.

4.2 Use of metals account

In connection with recycling/refining of metals, the weight of the precious metals will be credited to the customer’s metals account. The same applies when the customer purchases metals from KAR for transfer into its metals account.

When a customer purchases semi-manufactured products that contain precious metals, granulate or investment metals, the precious-metals content of the products will be deducted from (debited to) the customer’s metals account. The same applies if the customer decides to sell metals in its account to KAR.

If the customer has instructed KAR to transfer metals from its account to another customer of KAR or to another supplier, KAR shall be entitled to charge the customer’s metals account.

KAR is entitled to credit the customer’s metals account if KAR has been instructed by a counterpart to transfer metals into the customer’s account. In such cases, the customer shall be notified before the account is credited.

In connection with all credit or debit transactions involving the customer’s metals account, KAR will prepare mandatory sale documentation showing the relevant transaction and the new balance of the customer’s metals account.

The customer may only dispose of its holdings in the metals account if there are no unpaid claims for metal purchases. This also applies where credit has been granted.

4.3 Balance

KAR shall regularly provide the customer with account statements showing transactions and the balance of the customer’s metals account. Sale documentation showing transactions and the balance of the metals account shall be deemed equivalent to an account statement; the same applies to any reminder concerning an overdraft on the metals account and access to the Min Side self-service portal.

Customers may not have a negative metals account balance. If a negative balance arises in excess of any separate agreement, KAR shall be entitled to issue an invoice for the sale of metal(s) to the account to the extent necessary to eliminate the negative balance. Such an invoice shall fall due for payment immediately unless otherwise agreed in writing. The customer may be given an opportunity to deposit metals.  

4.4 Calculation of interest

The customer’s holdings in the metals account are not subject to the calculation of interest.

If a customer has a negative metals account balance, KAR may calculate interest based on the balance converted into the market value of the metal(s) in relevant currencies on the interest-calculation date.

4.5 Prices and payment terms

All transactions involving a metals account, and the calculation of interest, are subject to KAR’s price list and payment terms as applicable at the relevant time; see section 5.

4.6 Closure of metals account

A metals account shall exist until it is terminated by either party. When a metals account is terminated, a final settlement shall be prepared before the account is closed.

If a check of the registered customer relationship reveals breaches of KAR’s rules on Responsible Metals Trading, KAR shall be entitled to terminate the agreement with immediate effect.

If the customer has a negative metals account balance at the time of termination, KAR shall issue sale documentation (an invoice).

If the customer has a positive metals account balance at the time of termination, KAR shall issue sale documentation (a purchase note) in accordance with the provisions of this agreement on the sale of metals held in a metals account.

When conducting periodic reviews of its customer register, KAR will inactivate customers with no registered customer-account transactions in the last five years. In such cases, the customer will be notified that any residual balance in the metals account or any sales ledger total amounting to less than NOK 1,500 will be deleted three years after the date of the notification.

5. PRICES

Unless specifically agreed otherwise, the prices and terms and conditions applicable to purchases of products and services from KAR at any given time can be found on www.karasmussen.com.

6. BREACH

6.1 Effects of breach

In the event of breach, damages may be claimed in respect of economic losses in accordance with ordinary contract-law rules.

Neither party may be held liable for damage or losses caused by deficient performance of contractual obligations where such deficient performance is due to circumstances deemed to constitute force majeure under Norwegian law.

6.2 Liability limitation

KAR’s liability for economic losses suffered by a customer as a result of breach by KAR shall always be limited to the customer’s direct, documented loss. KAR shall not be liable for indirect losses suffered by a customer.