CNT TRADING AGREEMENT TERMS AND CONDITIONS

Welcome to CNT and thank you for your business. In utilizing services provided by CNT, you are hereby agreeing that the standard terms and conditions of purchases and sales contained within this agreement (‘Agreement’) will govern, without limitation, all transactions between you as the Customer and CNT. These terms apply to all orders, all sales, all purchases, all transactions, and all services, whether made electronically, by telephone, or otherwise. BY EXECUTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL OF THE STANDARD TERMS AND CONDITIONS.

PRICING

All pricing of gold, silver, platinum, palladium, rhodium, copper and any additional metal or service (‘Precious Metals’) done electronically or verbally must be confirmed by an authorized trading representative of CNT. Upon request, a full list of CNT authorized trading representative can be made available. Any representative acting on behalf of the Customer is deemed authorized to, unless otherwise provided in writing from individual appearing on the original account set-up documentation or is a member of, or authorized to act on behalf of, ownership of the Customer. Any change of, limits of, power of, or scope of authority surrounding Customer’s representatives must be provided in writing and confirmed to and by CNT.
Once order details, including but not limited to, metal, type, form, fineness, quantity, delivery terms, settlement terms, unit price, and total dollar amounts have been mutually agreed upon, they are locked in for the life of the order and will not change. You acknowledge that verbal orders placed via telecom are recorded and effectively memorialized and constitute an electronic record of the contract between you and CNT.
Pricing of the underlining asset(s) is factored based on CNT’s determination of fair market spot valuation at the time of the order derived from internationally accepted and actively traded futures exchange markets with additional criteria added based upon CNT’s commercially reasonable judgement. Spot prices are fluid and change continuously and pricing is subject to change without notice. Any price provided by CNT is deemed valid for the life of that conversation. If no action is taken, the quote instantly becomes subject to change until the order is placed and confirmed.

BUYING METALS FROM CNT

As the Customer, you must establish and maintain a valid trading account and comply with all requirements of federal and state laws and CNT’s compliance policies. Accounts are categorized as:
a. Wholesale – all requirements including Resale Certification documentation
b. Individual – for individual investors outside the Resale Certification scope, CNT does not ship to addresses in a state where sales tax is applicable. Orders must be transferred to an established account at CNT Depository or collected via appointment at our Massachusetts location.
Once your account has been established, orders can be placed via the following methods. All transactions must be confirmed by an authorized party of CNT to become valid:
a. Via telephone/telecom
b. Via email
c. Via electronic means not limited to chat platforms and portal uploads
Each method is considered acceptable as normal course of business and details provided are deemed just and valid. With your agreement, you consent to be held to the terms of this Agreement and order details are considered confirmed and final. Once an order is confirmed and you receive a confirmation number either verbally or via electronic delivery, a valid and legally binding contract has been created incorporating the terms of the Agreement (‘Confirmation’).
It is the responsibility of the Customer to alert CNT if:
a. If you have not received a Confirmation within 24 hours
b. If there are any discrepancies on the Confirmation, notification to CNT must be made within 24 hours
If no notification is provided, CNT will presume Confirmation has been delivered, received, and accepted thus making all terms of this Agreement valid. CNT has the right at any time to modify any Confirmation that contains errors or discrepancies of agreed terms due to any type of human or mechanical error.
CNT has a minimum dollar threshold that must be met for each transaction. The transaction amount is subject to change without notice solely at CNT’s discretion.
Payment of orders is expected within 2 (two) business days unless payment or financing terms have been extended and authorized by CNT (Please reference BUSINESS DAY section). Payment must be U.S dollars (USD), unless an alternative currency was negotiated and confirmed at point of sale and conform to requirements referenced in PAYMENTS AND DELIVERY. Orders not paid within these terms will be considered non-funded and in default, and CNT reserves the right at its sole discretion to:
a. Add interest and/or financing charges,
b. Refuse payment and cancel order,
c. Setoff against losses due to market movements,
d. Close your account,
e. Accept payment.
If payment is not received by CNT and a decline in the market price occurs, you will be liable for any losses incurred. You agree to be liable to CNT for any market loss or other expenses incurred due to your breach of terms. Any market gain on canceled orders shall remain the property of CNT.
By agreeing to purchase Precious Metals from CNT, you warrant that your conduct and purchase are in full compliance with all applicable federal and state laws, including but not limited to the US PATRIOT ACT, Dodd-Frank Wall Street Reform Act, Consumer Protection Act, all federal anti-money laundering laws, and that you are not utilizing funds or property derived from an unlawful or illegal activity. You further warrant and represent that you are not insolvent and are not using funds with the intent of hindering or defrauding any of your creditors.

SELLING METALS TO CNT

When selling Precious Metals to CNT, you warrant that metal is:
a. Owned by you,
b. Was obtained by lawful and rightful means,
c. Free of all liens, claims, security interests, and encumbrances,
d. In compliance with CNT Conflict Metal Policy (will be made available upon request).
You further warrant and represent that you have the authority to sell and the full right, interest, and marketable title in and to all Precious Metals sold to CNT.
Conditions in the BUYING FROM CNT section, where applicable, apply to any Precious Metals purchased by CNT. Once confirmed, you may not cancel or modify a trade and you are obligated to send the agreed quality and quantity of Precious Metals to CNT.
Purchase orders may be cancelled by CNT if you default in the performance of any of the following:
a. You do not provide tracking number or shipping information upon request,
b. We do not receive Precious Metals fulfilling purchase order within 2 weeks of confirmation,
c. Precious Metals received do not meet the correct quantity, quality standards, form, fineness, or other non-compliance with terms of this Agreement.
Precious Metals to fulfill purchase order obligations should be shipped at Customer’s expense via a method of your choosing to CNT’s Massachusetts address. Any damage, missing contents, and risk of loss is borne by you until CNT takes actual physical custody and control of the Precious Metals.
Precious Metals received by CNT will be opened and subsequently categorized and inspected to determine quantity and quality with respects to the purchase order. CNT will promptly notify you of any discrepancies in the order, and you agree that the results of all CNT’s inspections are conclusively deemed to be correct and final. You must rectify all differences and discrepancies found within 2 (two) business days following notification thereof.
Upon the determination of the complete accuracy of the Precious Metal received to that of the confirmation, payment for orders will be made by one of the following methods:
a. Check via US Mail
b. ACH Direct Deposit
c. Bank wire
d. Applied to Customers account
Settlements under $100,000.00 USD in which bank wire payment is requested may be subject to a fee of $35.00 USD per transaction. Standard payment is to be issued the day after CNT has inspected and confirmed the contents which, depending on market conditions, may differ from the physical arrival date. CNT will make best efforts to open all packages in a timely and reasonable manner.
For any applicable individual’s transaction(s) that CNT is required to report, CNT will file the required Federal, state, and/or local government filings with those respective agencies. A notice and/or copy of the filing will be provided to you.

PAYMENT AND DELIVERY

Acceptable forms of payment to CNT include:
a. Bank wire
b. ACH Direct Deposit
c. E-Check
d. Business or personal check
Under no circumstances will the following methods be accepted:
a. Cash
b. Money order
c. Third-party payment of any kind
d. Bank deposit
e. Debit or credit card
Standing Settlement Instructions (SSI) for bank wires and ACH payments are available (preferred method of payment). Orders paid via bank wire or ACH ship within 2 (two) Business Days under normal market conditions.
If paying by check, including E-Check, CNT reserves the right to deposit and hold until funds have cleared and are deemed in good standing regardless of when such checks may clear the banking system. Under normal market conditions, orders paid via checks are authorized to ship within 10-15 business days.
Payments to CNT must be in the form of USD or in the currency quoted at point of sale. Payment of non-USD funds will only be accepted via bank wire to the authorized account for the respective currency supplied by CNT.
Payment must be issued directly by the Customer referenced on the Confirmation. Third-party payments of any kind will be rejected and returned to the source and order deemed non-funded.
If your order has not been paid in full within 7 business days, CNT reserves the right to cancel the order at its discretion. Any losses incurred as a result will be the responsibility of the Customer. CNT has right to terminate any account without notice if any settlement is deemed fraudulent or does not comply with this Agreement.
Delivery of Precious Metals sold by CNT will be sent insured via carrier selected at CNT’s discretion. CNT does not ship to PO Boxes. Shipments outside the continental United States, including international locations, can be made available, however, additional fees may apply.
At your written request, CNT will deliver Precious Metals, which have been purchased and paid directly, to a third-party address on your behalf (‘Drop Shipment’). In this event, you shall collect and pay any sales tax attributed to the sale and hold CNT harmless and indemnify it for any sale tax required to be paid. If Drop Shipment is requested and completed by CNT, this order is deemed fulfilled. It is the responsibility of the Customer to inform end recipient as to the requirements of delivery/non-delivery.
Your obligations for incoming packages including Drop Shipments with end recipients are:
a. Within 5 (five) business days of delivery notice provided by CNT, you must notify CNT of any lost packages, non-delivery, notice of missed delivery, or any other event in which delivery was not successful
b. Immediately inspect and refuse delivery of any damaged or tampered packages,
c. Notify CNT within 2 (two) days of receipt of any discrepancies between the Precious Metals received to that of the confirmation.
Failure to inform CNT of any of the above means you waive all rights of claim and rights to be compensated for non-delivery and alleged discrepancies and will greatly jeopardize insurance coverage. Any attempts by the Customer or recipient to change or alter delivery addresses or receiver(s) during transit directly with the carrier is not permitted, and you shall be deemed fully responsible and liable for any non-delivery performance. CNT shall have no liability to the Customer if any such event should occur.
If any Precious Metals are lost or damaged in transit, it will be CNT’s responsibility to pursue any claim with the insurance company. Claims may result in an investigation. In such event, you agree to cooperate and to take every reasonable action requested of you in the process. Within the claim process, CNT reserves the right to re-ship the Precious Metals in question or refund your money at its sole discretion.

ORDER CANCELATION

Transactions of Precious Metals involve risk, and it is the responsibility of the Customer to determine the appropriate amount of risk for their individual portfolio. Many factors contribute to the value of Precious Metals at a particular time, and each should be reviewed and understood before committing to any transaction. CNT is not licensed to provide, nor does it provide, information constituted as guidance or advice on investment strategies. Any information provided is solely for the description of, assistance of, and limited to a particular transaction or service.
Once you have placed an order with CNT, a confirmation number will be assigned to your order. This unique order number constitutes a valid, legal, and binding contractual obligation enforceable against you. Orders cannot be cancelled by the Customer for any reason and are non-transferable. Orders cannot be modified or amended, nor shall any requirement set forth herein be waived except by a written instrument signed by the parties. Except where otherwise expressly provided, no confirmation, order, or acceptance provided by you to CNT, and which imposes additional and inconsistent terms of any type, shall be effective for any purpose.
CNT may provide the opportunity to either sell back or purchase Precious Metals to offset a transaction. In this case, you may incur charges for market movement, premiums, and the spread between the bid and offer prices.
CNT reserves the right to cancel any order if payment is not received within 7 (seven) business days or for any breach of terms in this Agreement. Any damages from the cancellation, setoff, unwinding, or non-performance by the Customer must be paid in full to CNT within 3 (three) days following notification.

DEFAULT AND RIGHT OF OFFSET

You acknowledge and agree that you are in default (‘Default’) if any of the following occur:
a. Non-payment or non-delivery of any trades, order, duty, obligation, or liability under this Agreement,
b. Failure to notify CNT of any changes to your financial condition that have or may have an adverse effect on your ability to trade or which conflicts with any of the information provided in the application set-up or subsequent requests by CNT,
c. CNT determines in its sole and absolute discretion that you have or may have misrepresented any information or breached any warranties associated with any type of order,
d. Failure to adhere to any of the terms and conditions set forth in this Agreement.
If you are in Default under any part of this Agreement, without limitation of all CNT’s rights and remedies arising hereunder in law or in equity, CNT reserves the right to perform any or all of the following:
a. Immediately terminate the account,
b. Immediately call any and all amounts due by you and liquidate any and all of your Precious Metals held by CNT and apply the funds from such liquidation to any amounts due by you,
c. Offset any amounts due or owing to you against any amounts due or owing by you to CNT,
d. Cancel any open orders in which delivery or payment by CNT to you has not been made and you will be liable for all losses relating thereto,
e. Assess and receive all interest and late fees applicable by law to any outstanding amounts due CNT, without limitation, at an interest rate of the lesser of 18% per annum or the highest rate allowed under applicable law on all outstanding amounts due CNT, from the date due through the date of payment of outstanding amounts,
f. Employ any other form of collection available under the state and federal law.
All offsets will be based on current market values for the Precious Metals in question at the close of business on the day the account is deemed in default.

SEVERABILITY

If any term or provision of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction or legal authority, then the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and all unpaid balances in Customer’s account shall remain enforceable.

FORCE MAJUERE

CNT shall not be liable for any failure or delay in performance or obligation under this Agreement to the extent said failure or delays are beyond the reasonable control of CNT and occurring without CNT’s gross negligence or willful misconduct, including without limitation (i) acts of God, (ii) failure of suppliers, (iii) subcontractors or carriers, (iv) war, hostile or warlike actions, (v) pandemics, (vi) acts of terrorism or any acts relating thereto, (vii) lockouts or other labor disturbances, (viii) defiance of law. Obligation shall be extended for a period no longer than 6 months from onset of delay.

ELECTRONIC TRANSACTIONS

Conversation, information, and orders between you and CNT may be conducted and completed by electronic means.

GOVERNING LAW

This Agreement and all other conduct of the parties relating thereto shall be interpreted and construed according to and governed by the laws of the Commonwealth of Massachusetts. All disputes shall be resolved by arbitration before a single arbitrator from the JAMS office in Boston, Massachusetts. If the parties cannot agree upon the arbitrator, JAMS shall make the selection. The cost of arbitration shall be split equally between the parties, and each party shall pay their own legal fees. The decision of the arbitrator shall become final and may be submitted by either party to the Federal District Court sitting in Boston, Massachusetts or the Superior Court of the Commonwealth of Massachusetts sitting in Plymouth County. The parties retain the right to seek injunctive relief or emergency issues which must be brought in the Superior Court for Plymouth County Massachusetts.

TELEPHONE RECORDING

It is a practice and policy of CNT, to which you consent, to record all telephone conversations for verification, research, and training purposes. Such recordings shall be used by CNT to confirm and to memorialize any order placed by you.

RISK

It is your responsibility to decide whether to buy, sell, trade, or invest in Precious Metals. You should carefully consider your investment objectives, level of experience, and risk appetite. As there is a possibility that you could sustain a loss of some or all your investment, you should seek assistance from an independent financial advisor if you are at all unsure about your course of action. Data and information contained within the CNT website is believed to be reliable but may not be reliable and accurate or complete and subject to change without notice to you.

RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall be deemed to constitute or create a joint venture, partnership, agency relationship, pooling arrangement, or other formal business entity or fiduciary relationship between you and CNT. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.

CHANGES

Information provided during the establishment of an account, wholesale or individual, and any information provided regarding an established account by you will be deemed true and accurate. It is required to provide notification prior to any transaction with CNT changes to your current business operations and financial condition including but not limited:
a. Name
b. Change in company status/ownership
c. Location of business or ship to address or location of incorporation
d. Change of bank, bank instructions, or payment methods
e. Change of financial condition that could adversely affect your ability to honor term of this Agreement
f. Authorized representatives allowed to act on behalf or changes of said representative level of authorization
g. Changes in laws and regulations that govern your state or locality that may affect your performance of this Agreement

CONFLICT METALS POLICY

CNT is committed to engaging in the most rigorous due diligence efforts designed to verify, whenever possible, the source of its Precious Metals. CNT is committed to purchasing Precious Metals and other materials only from environmentally and socially responsible suppliers. By entering into this Agreement, you acknowledge that you agree to abide by CNT CONFLICT METALS POLICY which can be made available upon request.

PRIVACY

CNT is committed to preserving the personal information entrusted by the Customer subject to the requirements of applicable laws and regulations. Personal information that CNT collects in connection with its operations via its website will be handled via secure portals, and CNT will make all best efforts for protection of such data. CNT does not sell or otherwise provide such information to third parties unless required by applicable governmental laws, rules, regulations, requirements by subpoenas including without any limitation laws and requirements of the United States of America. CNT may use such personal information only to perform actions requested by the user and to customize the content of the website by the user.

LIMITATION OF ALL DAMAGES

In no event shall CNT be liable for:
a. Any special, incidental, indirect, or consequential damages, any losses of profit or revenue regardless of the form of action, whether in contract, tort or other, even if arising out of CNT’s negligence
b. Any expense incurred by you or any third-party or any claim by you or any third-party by reason of any negligence or any breach of warranty or other obligation by CNT arising out of the standard terms and conditions or relating to the transactions contemplated herein.
c. Customer’s sole and exclusive remedy with respect to confirmed orders shall be receipt of Precious Metals that comply in all material respects to the confirmed orders. Should CNT be unable to comply, the Customer’s sole and exclusive remedy shall be refund of the purchase price for items not received and for noncomplying items upon their return to CNT.
You agree that you shall not be entitled to specific performance in connection with this Agreement.

INDEMNITY AND THIRD-PARTY CLAIMS

You will defend and indemnify CNT’s officers, directors, employees, representatives, and affiliated companies from any damages that may incur including judgements, settlement, court costs, penalties, and legal fees arising out of any:
a. Your alleged conduct in breach of the Agreement, including without limitation alleged infringement on third-party intellectual property or privacy rights,
b. Your use, misuse, or failure to use the services and data,
c. Any action taken by CNT as part of an investigation into a suspected violation of this Agreement as a result or because of its conclusion that a violation has occurred.

BUSINESS DAYS

Business Days are all days Monday through Friday from 8:00am to 5:00pm Eastern Standard Time with the exception of federal holidays of the United States and those days in which CNT may not be open for business.

ELECTRONIC EXECUTION OF THIS AGREEMENT

Your electronic acknowledgement, as entered on CNT website, constitutes your signature and acceptance of this Agreement, and serves as an acceptance of all CNT stated policies, rules, terms, and conditions. To the extent applicable and requested, a duly executed counterparty of this Agreement may be requested via physical or electronic transmission and shall also be sufficient to evidence your signature on an acceptance of the terms and conditions of this Agreement.

ADDITIONAL ITEMS

1. You may not assign any of your rights or obligations under this Agreement without the prior written consent of CNT. Any confirmations, purchase and/or sales, contracts, or obligations including but not limited to the terms hereunder shall be binding on all permitted assigns and successors of CNT and the Customer.
2. CNT may offer trading after or before stated normal business hours. Such transactions are bound by this Agreement. CNT is not obligated to, and may decide at its sole discretion, not to trade Precious Metals at any point in time for any reason.
3. You shall execute and deliver such other documents and other actions reasonably requested by CNT from time to time to carry out the performance of this Agreement and maintain active account status in compliance with our due diligence requirements. Failure to do so may result in the termination of your account and require resubmission.
4. Unless otherwise specified, all communication and notices shall be directed to:
CNT
350 Bedford Street
Bridgewater, Massachusetts
02324
USA

5. CNT strives on providing accurate real-time information. In the event of a pricing or typographical error for any reason and by any means including electronic transmission, CNT shall have the right at its sole discretion to modify this Agreement to correct terms.
6. CNT may amend this Agreement at any time by posting amended terms on its website and such amendments shall become effective immediately.