ConditionsGENERAL TERMS OF MANDATE (GTM)
Terms of sale (TOS)
World Trade Center II, route de Pré-Bois 29, CP 51
1215 Genève 15 (Suisse)
Tél. : 0041 275 66 66 66
Fax : 0041 275 66 72 73
commercial register Geneva and VAT: CHE-115.945.571
Article 1: Scope
These Terms of sale (TOS) apply to any purchase of products or services made by any person (hereafter referred to as “client” or “you”, depending on the context) from the company Euporos SA (hereafter referred to as “Euporos SA” or “we”, depending on the context), via the website www.euporos.ch (and all its sub-domains), or by any other means of long-distance communication, or on (the company's) site. Euporos SA is the seller of products and services.
You acknowledge that all contracts, notices, disclosures and other types of exchange that take place electronically comply with legal provisions, which require that such exchanges take place in writing. Any oral agreement made between you and us must be confirmed in writing – otherwise it is invalid.
Euporos SA reserves the right to change these TOS at its sole discretion; the applicable terms are those in force on the site at the time that you place your order.
The text of the TOS shall prevail in French. The original version, which is written in French, prevails over its translations in any other language.
Article 2: Special stipulations
In addition to the TOS, special stipulations apply for certain products or services: our storage service is governed by the Terms of Storage Contract (SC); the special account intended for children and adolescents is subject to the Terms of the Juni’OR account (JUN); the redemption of old gold/silver (jewellery, silverware, bars, coins ...) is made according to the Terms of Repurchase (RP).
Article 3: Capacity to contract
You must be juridically authorized to validly conclude a purchase transaction, i.e. to have reached the age of legal majority and possess legal capacity (not to be under wardship nor guardianship).
If you live outside Switzerland, please find out if your country authorises the importation and the detention of precious metals; Euporos SA cannot be held responsible, if the consignee breaks the law of a foreign State.
We reject any commercial relationship with any US citizen or resident in the United States of America.
Article 4: Order
- 1. Making and acceptance of orders: After you make your order, we will send you confirmation by email and we will post on your customer account the invoice; you must settle the invoice on receipt (article 6 TOS).
You contract when you give the purchase order, either by phone, or by sending an e-mail, or via your customer account on our online sales site. In the latter case, the prices of products and services are provided through the order process; reached the stage “identification”, you can click on the button “generate PDF” to preview them without commitment on your part, or also can click on the button “proceed to the next step”, then the button “place my order” to buy without right of withdrawal (article 10 TOS).
Every order has to be accepted by Euporos SA, so that the transaction is validly and definitively concluded. We may not follow up on your order, without having to justify our decision. If we are not able to provide the quantity of goods you ordered, we may offer you a lesser quantity.
- 2. Identification of the economic beneficiary: Anyone ordering products worth at least 25,000 Swiss francs is required to accurately complete and return the signed LBA form, accompanied by a certified copy of his/her valid identity card (or passport; in addition, a copy of the extract from the commercial register is required for companies).
- 3. Creation and operation of the customer account: Any new customer must create a customer account , either at the time of the order, or at an earlier date, in the section entitled “My orders”. You must register with a valid email address and choose a password, which you will use on each connection. In addition, you will be asked to provide information to continue with your registration (title, first name, year of birth, email address and home address...). You will agree to provide true and sincere information and inform us of any change in this. Personal details will remain confidential.
The placing of an order by a customer who does not have a customer account will automatically lead to a customer account being opened in his/her name, along with the customer’s acceptance of the TOS. The creation of any account will automatically subscribe the customer to our newsletter. To unsubscribe, click here.
You agree to send (upload) on the site only legal documents which are authentic and virus-free. All files downloaded from the customer account are confidential and are subject to professional secrecy. You may not in any way modify or disclose these details without our prior written permission. In the event of non-compliance with these provisions, you will be solely liable for any consequences.
Clients who choose the storage option may consult the weight and value of the deposit on their account. These details are not updated daily and are posted for information purposes alone; as such, we may not be held liable for any inaccuracies at all.
If you so wish, you may disable your customer account at any time by clicking on the “Contact us” section. In the event of non-compliance with the TOS, the non-payment of a purchase, or for any other just cause, we have the right to temporarily or permanently close your account.
- 4. Securing the account and responsibility: As Euporos SA has secured the website and the customer account through a professional subcontractor (see the Legal Notes), it is agreed that you will be solely responsible for the consequences of using your account, until its final deactivation. Orders placed through your customer account, inter alia, bind you personally and financially, because, as access is secured by a username and password, it is assumed that you are the only party to be connected.
In the event of loss or theft of your username and/or password, or if used by an unauthorised third party, you should contact us immediately.
We decline any responsibility in the event of identity theft or hacking of your account.
Article 5: Price
- 1. Shipping costs: Shipping costs mentioned on the invoice shall be borne by the buyer and may be provided to you upon request. Upon payment of a premium, we offer optional shipping insurance, which covers 100 % of the value of the shipment (article 8 TOS).
- 2. Price displayed and contractual price invoiced: The prices posted on our invoices, and by default on our Internet site, are always in Swiss francs (CHF). Nevertheless, it is possible to view the prices on the site in euros (EUR) and dollars (USD). In the event of any obvious error in invoicing, the transaction is deemed as void.
- 3. Taxes: Exported Swiss goods are exempt from Swiss VAT (article 23 paragraph 2 figure 1 of the Federal law relating to value added tax).
Any order that is delivered out of Switzerland could be subject to possible customs duties and taxes (and VAT) of the country of the buyer, taxes and duties that may be imposed when the parcel arrives at its destination. These possible duties and taxes are payable by you and you may be held liable for them. If you want to find out about them, please refer to the competent authorities of your country.
If you collect your metal on site or if you confide us with its storage in Switzerland (article 9 TOS), the order is subject to Swiss VAT (8 %).
You avoid the VAT, if you store in our duty-free “open customs bonded warehouse” (article 9 § 2 litt. b TOS).
The prices listed on our website under the “ordering” section are given for information purposes alone.
Article 6: Payment
- 1. Types of payment accepted:
- Bank Transfer: The details of our account feature on the invoice, or here. You need to choose the option “costs borne by the originator” (OUR), so that the beneficiary bears no fees. The transfer must be made in Swiss francs (CHF), as all our invoices are denominated in CHF.
For purchases exceeding 500,000 Swiss francs, you should first transfer the amount you wish to invest in advance and then make the order using your account’s credit balance in CHF (see article 6 § 1 litt. b. “Use of credit balance”).
- Use of account credit balance: If you have chosen to pay using the credit balance on your account, you will be automatically debited. Any customer may make an “advance” payment, which will be entered onto his customer account, and with which he can pay for a future purchase or storage costs. By the very fact of making an “advance” payment, you will allow Euporos SA to use this “advance”, without you giving up your right to use the same amount for payment of our goods and services (you may not request a refund of your credit). In addition, by making an “advance”, you also allow us to clear your credit with Euporos SA’s loans to you.
- Cash: We accept cash, subject to cash-handling fee (see the frequently asqued question (FAQ) “What payment types are accepted by Euporos SA?”).
- Bank card: You can pay by bank card via our secure Internet platform (see page “Legal notes”) or in person at our head office premises. This payment method incurs a card-handling charge (see the frequently asked question (FAQ) “What types of payment are accepted by Euporos SA?”). Please acknowledge that your bank card debit authorisation is binding.
You can agree (recommended by Euporos SA) or decline to pay in the currency of your card (transaction referred to as “Dynamic Currency Conversion”, DCC). DCC has the advantage that you know straight away the exact amount in euros (or other foreign currency) to be debited. The invoice amount in Swiss francs is also indicated (dual currency display EUR + CHF).
- Limiting of amounts: With regard to our evaluation of risks, we may modify without notice, temporarily or permanently, either for all purchasers or for one person in particular, the maximum amount accepted for the different means of payment (article 6 § 1 TOS); the new limit will be applied immediately, even if we haven’t updated the TOS. We have the right of choice at our sole discretion to change the rates of dossier costs, effective immediately, but never retroactively.
- Origin of funds: The funds with which you pay your order may not be bound to any crime or offence, and must be properly and fully reported by you in your country of residence in accordance with tax regulations.
- 2. Payment required within 24 hours:
- Bank Transfer: All orders must be paid in advance upon receipt of the invoice, by transfer order given within 24 hours (please immediately email us proof and click on “report that my order has been paid for”). When we ask you to make the transfer within 24 hours, it means that you must give the order within 24 hours, which means that you must give the order within 24 hours, and not that the transfer reaches us within 24 hours, as a transfer takes three working days to be completed.
- Use of account credit balance: If you use your account credit balance, the debit is registered automatically.
- Cash: If you wish to pay in cash, you must arrange a meeting immediately and come at the latest on the fifth working-day following the date of your order (saturday and sunday are not considered as working-days).
- Bank card: After billing reception, the authorisation of the debit is to be given either on our secure (see the page “Legal Notes”) Internet platform or at the location of our offices.
- 3. Penalty for late payment: If you are late in paying the price, we are entitled to cancel the transaction. You would then be liable to pay a lump sum of 20 % of the gross amount of your order, with the minimum amount of compensation at least 2000 CHF (two thousand Swiss francs). You are obliged to pay any debt recovery costs, administrative fees, lawyers’ fees and expenses.
- 4. Transfer of ownership: The ownership of the goods ordered shall be transferred simultaneously with the receipt of your payment and delivery of possession of the said property or its storage.
Article 7: Availability and delivery
- 1. A dependable and reliable offer: The packages are generally sent at the latest two weeks after reception of your payment. Our principal is that our stock, itself alone, must be large enough to fill all orders and to deliver promptly.
- 2. Exceptional situations: However, when we receive an order for a particularly high amount, or when a rush of buyers in the market of precious metals causes a work-overload on the foundries, there can be a waiting, which is not our fault. We will in this case deliver as soon as possible. If our supplier definitively cannot deliver, we will reimburse you the total amount of your order.
Article 8: 100 % safe transport
- 1. Guarantee of protection: Sending of goods to the customers is done via security transport. The goods are 100 %-insured against risks of despoilment or loss during transport. In the event of despoilment or loss of the parcel, Euporos SA has the choice between complete reimbursement (100 % of the amount of the order) of the purchaser and organising another delivery. If only a part of the goods are lost, the compensation or the new delivery will be done on a pro-rata basis.
- 2. Conditions required to obtain compensation: for you as purchaser to be able to get this protection, you must respect the rules listed below, in particular by making in time your complaint in writing.
When you complete the online order form for precious metals, you must purchase the transport insurance proposed by Euporos SA, so as to have the right to be fully (100 %) compensated for the value of the goods in the event of loss during transport. If you decide not to insure the goods, its transport will be at the risk of the recipient.
- 3. Damaged or despoiled parcel: Our articles are in perfect condition and are packed carefully. If in spite of that, the conveyor delivered completely or partially a damaged or despoiled parcel, you must write down your reservations on his delivery form when he gives you the parcel (and not afterwards!) AND you must send us immediately a copy of your complaint. If you do not react immediately, you will not have the possibility to appeal to the conveyor nor to the salesman.
- 4. Non-receipt of the parcel: You can make a complaint if you don’t obtain the parcel during a period of three months from the day of your order. Before worrying, take account of our normal times for processing the order (article 7 TOS), which are added to the parcel’s delivery time.
Article 9: Storage in a Swiss Vault
- 1. Maximum security: When you buy precious metals from us, you can either order home delivery (article 8 TOS) or request us to store them in Switzerland, a politically stable country and favorable to investors. Bars and coins are stored outside of the banking system, in a vault built in the interior of a high security building, protected by physically present guards.
- 2. Fiscal regulations: Value-added tax (VAT) does not exist for gold, but only for silver. There are two options:
- either storage in Switzerland, where silver is subject to the Swiss VAT (only 8 %, instead of 20 % in France or 21 % in Belgium);
- or storage in a duty-free “open customs bonded warehouse”, which indeed is located within Swiss territory, but where merchandise is kept in a “duty-free” zone, exempt from all taxation for unlimited duration.
- 3. General terms: To see the Terms of Storage Contract (SC), click here.
Article 10: No return policy
In accordance with Swiss law and European law, there shall be no right of cancellation for purchases of precious metals, given that prices are subject to market fluctuations beyond our control. The consumer’s right to cancel an order and return the items ordered is therefore not applicable. Our sales are binding, with no option to cancel. For more information, see the frequently asked question (FAQ) “Can i revoke my order once i have placed it?”.
Please read carefully the article 4 of our Terms of Sale (TOS).
Article 11: Guarantees and responsibility
- 1. Data protection: Discreet and safe treatment of your personal and commercial data is guaranteed. Euporos SA observes the Federal Law on data protection. To see the measures of data safety, go to page “Legal Notes”.
- 2. Transport insurance: Your parcel is 100 %-insured during transport, under the conditions that are defined in article 8 of the TOS.
- 3. Hidden defects: You benefit from the stipulations on the legal guarantee of hidden defects.
- 4. Exemption from responsibility:
- We decline all responsibility in the case that the delivered article does not comply with the legislation of the country of delivery outside of Switzerland (article 3 TOS).
- Our responsibility will not cover delay in delivery; if it is definitively impossible for us to fill your order, you will be entirely reimbursed (article 7 TOS).
- We commit ourselves to take all the customary care of our profession for the implementation of the service that is offered to the customer. Nevertheless, our responsibility cannot be retained in a case of a fortuitous occurrence or a case of absolute necessity that the jurisprudence (which was returned by Swiss jurisdictions) has defined.
- Our responsibility does not apply in case of unsubstantial differences between the delivered articles and the photographs of presentation of articles on our website or in our brochures. Notably, the trademark and the serial number of ingots, or the year of manufacture of coins put on sale do not inevitably correspond to the presentation photographs.
- We art not responsible for your risk of loss-in-value by reason of fluctuations of the prices of precious metals, which are independent of our will and power.
- Our responsibility is strictly limited to the above-mentioned cases (article 11 §§ 1 to 3 TOS), unless the applicable law (article 12 TOS) disposes otherwise.
Article 12: Election of law
These Terms of Sale (TOS) are regulated and interpreted in accordance with Swiss law, excluding the law on private international law and the Vienna Convention on the International Sale of Goods of 11 April 1980. Swiss law is applicable to any dispute between you and ourselves.
Article 13: Attribution of jurisdiction
- 1. For: In the event of dispute arising from these TOS, the Geneva courts have exclusive jurisdiction, subject to an appeal to the Swiss Federal Court.
- 2. Execution of the judgment: If you were to refuse to execute a court decision, this clause hereby stipulates that all costs of enforcement of the judgment in Switzerland or abroad will be charged exclusively to you.
Article 14: Severability clause
If one or more provisions of our TOS are or were to become invalid or unenforceable under the law or a court decision, such provision will be enforced in the strict limits of what is permitted by applicable law. Other provisions shall remain valid and fully enforceable.
Article 1: SCOPE
These general terms of the storage contract (SC) apply exclusively to any person (“you”) who entrusts to Euporos SA (“us”) the care and storage of their precious metals.
Article 2: Personal allocation
The metal is physically stored in a high-security location in Switzerland, outside the banking system. The warehouse is managed by a reputable Swiss guardianship company, Loomis, which carries out internal inspections on a weekly basis. Euporos SA monitors deposits and withdrawals in real time and can do an onsite inspection at any time without warning. In addition, audits are carried out by an independent external auditor, approved by the Swiss State Federal Audit Oversight Authority (Autorité fédérale en matière de révision, ASR).
The serial number of each ingot bought is individually allocated to the owner. Each of our depositors owns ingots allocated personally to him/her by name.
Article 3: Additions or withdrawals
- 1. You can have precious metals added to your deposit at any time, by placing new orders with Euporos SA or by bringing precious metals acquired elsewhere.
- 2. You can remove ingots or coins from your deposit at any time, provided you warn us at least five business days in advance, to make an appointment to do so.
- 3. For security reasons, you can not charge us to ship part or all of your stock. Only the on-site withdrawal by yourself is authorized, to ensure that it is the rightful owner who withdraws his property.
- 4. All your objects of value stored with us may not be bound to any crime or offence, and must be properly and fully reported by you in your country of residence in accordance with tax regulations.
Article 4: Resale
You are free to resell your metals to anyone you want.
Article 5: Annual fees
- 1. You must pay us annual fees for storage, which depend on the deposit value on 2 January (weight of gold/silver multiplied by the London fixing PM gold/silver price). On 2 January, we calculate the deposit value, and invoice you the fees to be paid in advance for the year just commencing. Storage fees amount to 1 % (one percent) excluding taxes, of the value of the metals bought from Euporos SA. The minimum invoice amount is CHF 20 excl tax.
- 2. For storage contracts ended during the year, annual fees already paid are not refundable pro-rated to months used/not used.
Article 6: Free services
|Storage certificate||OFFERED||(one at each order)|
|Annual valuation of deposit||OFFERED||(annual valuation with the storage invoice)|
|Spot valuation of deposit||OFFERED||(from the customer account)|
|Insurance certificate||OFFERED||(collective certificate)|
|Lead seal||included||(one seal per box)|
|Traceability by name||included||(one barcode per product)|
|Guardianship outside the banking system||included||(reputable Swiss guardianship company)|
|Audit||included||(triple audit: guardian, Euporos SA, independent auditor)|
Article 7: Inspection fees
If you merely want to check that your metal actually exists, an armed courier will remove it temporarily from the depot and we will invoice you 0.2 % (excl tax) of the value of the inspected objects with a minimum invoice of 500 Swiss francs (excl tax).
Article 8: No entry or exit fees
All entries and exits are free of charge.
However, for the work of sealing/unsealing the lead security seals on your merchandise (“personal packaging and allocation”) we will invoice 10 centimes (excl tax) per silver item and 20 ct per gold item, with a minimum invoice amount of 121 Swiss francs (excl tax).
Article 9: Early closing fee
If you decide to close your deposit during the first year of storage, we will invoice you 0.2 % (excl tax) of the deposit value with a minimum invoice amount of 200 Swiss francs (excl tax).
Article 10: Insurance
A major insurance company (Lloyds) protects all the deposits entrusted to Euporos SA against the risk of theft, burglary, fire, natural damage and water damage. Euporos SA liability is limited to the specified risks covered by that insurer. The depositor takes sole responsibility for other risks (war, civil disturbance, confiscation by the State, radioactivity, drop in the price of precious metals, etc.).
You will pay to Euporos SA an annual insurance premium, corresponding to 0.2 % (excl tax) of the value of your deposit on 2 January.
Article 11: Payment deadline and collateral
The storage invoice is payable on receipt.
If you do not pay within 15 days after receiving the invoice, you will owe us, in addition, a late payment penalty (article 6 § 3 of GTS). If the payment delay continues (8 weeks from receiving the invoice) we will have the right to unilaterally decide to recover the amount owed to us by liquidating one or more of the items that you have deposited, at the day-rate (London fixing) minus 5 %. We will also have the option of asking a court to freeze your deposit, at your cost and risk.
Article 12: Duration and modifications
- 1. The Storage Contract is concluded for an indefinite period. Either party can terminate it any time, subject to giving two months’ notice by registered letter with receipt confirmation form, without the need to explain its decision.
- 2. Any subsequent modifications to a Storage Contract decided by Euporos SA must be displayed on the company’s website. The customer’s silence during the following four weeks will be deemed tacit acceptance of the amended terms. Payment of the storage invoice will also be deemed tacit acceptance by the customer. If you express your disagreement in writing, Euporos SA will give you the benefit of unchanged terms until 2 January of the following year, but may close your account before that date.
Article 13: General terms of sale (TOS)
Additionally, the Euporos SA “general terms of sale” (TOS) published on www.euporos.ch, apply.
Article 14: Special clause for Juni’OR accounts
As an exemption to articles 3 and 4 of the Storage Contract, so long as the child has not reached the age of majority, no withdrawal can be made from its Juni’OR account.
Article 15: Special clause for open customs bonded storage
Euporos SA offers several options: storage in Switzerland where silver is subject to value added tax (VAT), or storage in an "open customs bonded warehouse" exempt from VAT (articles 50 to 57 of the Customs Act and article 23 paragraph 2 point 3 of the VAT Act). The warehouse is on Swiss territory, but the goods are confined in a "customs bonded" zone, exempt from all taxes, with no time limit. If you wish to pick them up or have them shipped to you, in order to be able to remove them from the customs bonded warehouse, you will first have to pay customs duties plus the VAT of the destination country, calculated on the value of the ingot at the time it leaves the depot.
- § 1. Irrevocable agreement: The seller is firmly committed without any possibility of withdrawal. The Euporos SA terms of sale (TOS) apply (published on www.euporos.ch).
The seller that makes its online redemption request via a customer account, click on "current stock" (if there are internal metals, otherwise click on "sell external metal") and then on "request a repurchase", selects items, quantities and payment method, check the acceptance of terms of repurchase (RP). Having reached this point, he can view a pdf quote without obligation, or give its final agreement by pressing the button "validate this repurchase".
The seller who makes his offline redemption request gives final approval by signing the repurchase contract.
Any repurchase request needs to be accepted in writing by Euporos SA (which has the right to refuse, without giving reasons) for the transaction to be concluded validly and definitively. The payment is tacit acceptance.
- § 2. Anti-Money-Laundering Check: The seller declares that the metals are his personal property, that they have not crossed the border smuggling, that they have been declared to the authorities in his country and that he is in compliance with the Law on Anti-Money-Laundering, AML (Loi sur le Blanchiment d’Argent, LBA).
- § 3. Guarantee of transaction: Euporos SA guarantees that the payment order will be given no later than twenty business days following the receipt of the repurchase request sent by the seller from its customer account or the contract signed by the seller at the counter.
- § 4. If the buyer is another customer of Euporos SA: The buyer has granted power to an authorised representative acting for Euporos SA to validate the purchase contract. If, in addition to the sum owed to the seller, the buyer owes a “transaction commission” to the financial intermediary Euporos SA, the commission will be invoiced separately.
- § 5. Internal or external provenance of metals: If the metals to be purchased were acquired previously by the seller from Euporos SA (“internal” provenance), a preferential purchase rate will be applied. If the metals to be purchased come from elsewhere ("external" provenance), the normal rate is used.
ARTICLE 1: PURPOSE
The Juni’OR account is a metals account intended for children and adolescents, who benefit from features reserved exclusively for them until they reach the age of majority. The capital payments are safeguarded by investing them in physical precious metals, stored in Switzerland by Euporos SA.
ARTICLE 2: ACCOUNT MANAGEMENT
- 1. The parents (as holders of parental authority) or third parties may create or close a Juni’OR account for a child, in the child’s name. They will manage the account until the youth has reached the age of majority (18). The manager of the Juni’OR account has direct access to the Juni’OR account from his/her own customer account.
- 2. At age 18, the Juni'OR account automatically turns into a customer account, and the young adult will have the right of disposal over this account or the physical precious metals stored in Switzerland by Euporos SA.
- 3. Change of ownership: In the event of the death of the child, the Juni’OR account will be closed and the assets will belong to his heirs, who may dispose of them as they wish.
- 4. Change of manager: The Juni'OR account will remain active until the age of majority. In the event of the death of either parent, the survivor will be the sole manager (an inventory of the child's goods must be conducted by the guardianship authority, see art. 318 of the Swiss Civil Code). If both parents die, the legal guardian will administer it. If the parents divorce, the manager will be the one with custody of the child. If the third party dies, the management is passed to the parents or to a legal guardian.
- 5. Documents to be provided: To create a Juni'OR account, you must provide the child's identifying details (identity card or extract from birth certificate) and establish the parental or grandparental link (family record book). Any change of ownership or manager must be supported by an administrative or legal document. Euporos SA may demand any other legally necessary document.
ARTICLE 3: PROTECTION OF GOODS
- 1. If the Juni’OR account is created by the holder of parental authority or by a third party, no withdrawal is possible until the child reaches the age of majority (art. 318 and following of the Swiss Civil Code). Third parties expressly waive the right to make withdrawals from this account until the child beneficiary reaches the age of majority.
- 2. It is possible to accumulate precious metals in the Juni’OR account. The assets as well as any income of the minor must remain deposited with Euporos SA (with the exception of art. 3019 of the Swiss Civil Code) so long as the minor has not reached the age of majority.
- 3. The precious metals in the Juni’OR account are stored by Euporos SA, for a fee defined in the “storage contract” (SC). A positive balance in Swiss francs (credit linked to the Juni’OR account) does not bear interest.
ARTICLE 4: ESTATE TRANSFER
Estate transfer (gifts to children from parents or third parties) via the Juni’OR account may be subject to transfer tax due in the country of residence, but there may be exemptions for up to certain amounts. Euporos SA does not have to file tax returns, because that is the responsibility of the parental or third-party manager.
ARTICLE 5: BONUSES
- 1. When a Juni’OR account is created, the company gives a gift voucher worth 100 Swiss francs valid against the first precious metal order.
- 2. Every January, the company offers a bonus based on the investment effort in the previous year: per tranche of 1,000 francs of purchases made in the previous year, Euporos SA offers the child a 10 franc credit.
- 3. A surprise high-value gift will be given at the age of majority, on the occasion of his first adult purchase.
ARTICLE 6: GENERAL RULES
- 1. Any subsequent modifications to a Storage Contract decided by Euporos SA must be displayed on the company’s website. The customer’s silence during the following four weeks will be deemed tacit acceptance of the amended terms. If the manager expresses his disagreement in writing, Euporos SA will give the child the benefit of unchanged terms until 31 December of the current year, but may close the Juni’OR account before that date.
World Trade Center II, route de Pré-Bois 29, CP 51
1215 Genève 15 (Suisse)
Tél. : 0041 275 66 66 66
Fax : 0041 275 66 72 73
Commercial register of Geneva and VAT: CHE-115.945.571
Member of the Self-Regulatory Organisation (SRO) of Private Asset Managers (Organisme d’autorégulation des gérants de patrimoine, OAR-G)
Legal manager of the website: Euporos SA
Data is safeguarded and not disclosed to third parties. The discreet and secure processing of your personal and business data is guaranteed. Euporos SA complies with the Swiss Federal Data Protection Act (Loi fédérale sur la protection des données / LPD).
You customer account on the Euporos SA website is in “https” mode, which offers a high level of protection against unauthorised third-party intrusion (hackers). HTTPS is one of the secure protocols used on the internet to protect data transmission.
Your data and purchases are covered by business confidentiality. All information provided to our company remains strictly confidential. No databank will be sold to anyone. Additionally, you can ask us to close your customer account whenever you want.
Under the Swiss Federal Data Protection Act (LPD), you have the right to see free of charge your personal data held (art. 8 LPD) and to correct it (art. 5 par 2 LPD). You can also require that your data be deleted provided it is not involved in a contractual transaction in the course of being processed. Information requests may be sent to contact[at]euporos.ch.
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The contract contains two sections: the special terms (ST) followed by the general terms of mandate (GTM) for the business provider. The special terms set out special aspects and can include exemptions or modifications to the general terms. Therefore, in the event of a discrepancy between the special and general terms, the special terms take precedence.
Article 1 – Commitment
- 1. The Principal grants to the Agent, who accepts it, an ongoing mandate to trade, in the name of and on behalf of the Principal, the products and services manufactured of distributed by him, as described below:
- precious metals in the form of ingots and coins ;
- certificates of authenticity for ingots and coins ;
- storage of precious metals ;
- home delivery of precious metals.
Should the Principal offer new products for sale that are not included in the preceding list, he reserves the right to entrust their sale to the Agent or not, who remains free to accept or refuse the proposal, without such refusal creating an obstacle to the continuation of this Contract.
- 2. The Agent states that the execution of this Contract does not contravene any existing previous commitments that he has made, and that he shall be responsible, at his sole cost, for any complaint by a third party in this respect.
Article 2 – Duration
- 1. The Mandate takes effect on the date that this Contract is signed by both parties.
- 2. The Contract is concluded for an indefinite period. Either party may terminate it, subject to the provisions in article 9.
Article 3 – Sector and clientele
The mandate is non-exclusive, i.e., the Agent will carry on his activity without having been granted exclusive right to operate in a given geographical territory or category of customers. He may face competition from other sales agents mandated by the Principal. The Principal will also be entitled to sell directly (without going through the Agent or another sales agent) to buyers interested in his products, excluding customers brought by the Agent.
Article 4 – Obligations of the Principal
In order to permit the Agent to carry out his mission effectively, the Principal promises to give him:
- all product marketing and sales presentation documents,
- the price matrices including any discount schedules,
- the legal and technical documents necessary for presenting the products.
Article 5 – Obligations of the Agent
- 1. As part of the mandate granted to him, the Agent must:
- search out directly or indirectly all information that may interest the Principal and allow him to understand the market’s needs ;
- establish all sales contacts with any potential customer ;
- accept orders on behalf of the Principal provided they correspond to the Principal’s sale prices, discount schedules and general terms of distribution and sale, whereupon the Principal will check when receiving the orders that his terms are satisfied, reserving the right to reject any order ;
- take all necessary steps and execute all necessary formalities to conclude the sale on behalf of the Principal ;
- regularly inform the Principal about the state of the market, customer trends and expectations, problems encountered, and actions by competitors.
- 2. As the Principal has, by outsourcing it to a professional developer, established a secure website and business accounts for his sales agents, it is agreed that the Agent will be solely responsible for the consequences of the use of his account, until he deactivates it. As access to it is secured by a login and password, the presumption is that any use of the account is solely by the Agent. If the login or password is lost or stolen, or his account is used by an unauthorised third party, he must contact the Principal immediately.
Article 6 – Terms governing the exercise of the mandate
- 1. The Agent must exercise all professional care and diligence in promoting the products that are the subject of this Contract and to maintain confidential relations with the clientele.
- 2. As sales Agent, he exercises the highest degree of independence in organising his business and legal structure. He is in no sense employed by the Principal (article 418a of the Swiss Code of Obligations) but is his own master, solely deciding his work methods and choosing his employees or colleagues, and therefore the Agent bears all the expenses incurred by his activity.
- 3. The Principal will send to the Agent within 15 days after the end of each month a report showing the sales in units and in value of the products and services sold through the Agent’s services.
Article 7 – Remuneration
- 1. Whether the buyer has become a Euporos SA customer in his own right or through a sales agent, has no influence on the price of the products that he pays, as the Agent’s commission is paid by the seller. The intervention of a sales agent does not incur any surcharge for the buyer, or increase the selling price.
If the Agent signs a contract with the buyer in the form of a management mandate subject to Swiss law, article 400 paragraph 1 of the Code of Obligations shall apply, unless both parties have expressly agreed otherwise. The Agent declares that he complies with this legal provision and releases the Principal from all liability in this respect.
- 2. The Agent receives commission on the sales of precious metals and on the sales of certificates of authenticity for ingots or coins, as well as on the storage fees invoiced to the customer. However, ancillary expenses invoiced to the customer (shipping, insurance, payment processing fees, etc.) and taxes (including value added tax) payable by customer are not taken into account when calculating commission.
- 3. The Agent’s remuneration is calculated as follows:
The Agent’s remuneration, before taxes, is set at a certain percentage of the tax-excluded invoiced amount of commissionable products (article 7 § 2) resulting from all the orders directly generated by the Agent’s intervention. The specific percentages applicable to each type of product and service are set out in clause 1 of the Special Terms.
- 4. As the mandate is non-exclusive (article 3 § 1), the Agent is not entitled to any commission on indirect orders (i.e., on transactions made without his intervention) placed by people who come to buy without his help, directly from the Principal (or through another sales agent mandated by the Principal), the products marketed by the Principal. However, if a customer brought directly by the Agent places an order independently (without referring to the Agent), the commission is payable (article 418g paragraph 1 of the Code of Obligations).
- 5. The percentages thus defined are calculated on the value, before taxes and after deducting any immediate or deferred discounts, of sales made thanks to the Agent’s actions and manifested in customer orders, countersigned by the Agent (or orders placed via a customer account created with the Agent’s help on the Principal’s website) and honoured until paid in full.
- 6. The generating event of the commission is the Principal’s acceptance of the order. No commission is payable on orders accepted by the Principal that cannot be completed due to force majeure, or on orders executed but remaining unpaid by the customer after the Principal has taken all necessary steps to obtain settlement.
- 7. If this Contract is breached for any reason, commissions will not remain payable except in the following two cases:
- The transaction due to the Agent’s activity is concluded within a reasonable period of time following the termination of the Contract, i.e., within three months following the termination date of this Contract;
- The order placed by a third party is received before the termination of the Contract.
- 8. Commissions are payable monthly. The Principal sends, within 15 days after month-end, a statement he has prepared showing the total commissionable sales, provided that the customer has completed the payment by that date. Based on this statement, the Agent drafts an invoice which he sends to the Principal. The amount due is to be paid within ten business days after receiving the invoice.
- 9. Commissions payable to the Agent are credited internally as a credit on the agent’s account with the Principal. The Agent can use this credit totally or partly, whenever it wishes, to:
ask that a sum be paid to into his bank account (free of charge),
withdraw an amount in cash in person at the Principal’s branch (cash-handling fee charged in accordance with Euporos SA general terms of sale) ,
himself buy, as a customer, precious metals from Euporos SA (under the applicable general terms of sale), with three options: a) pick-up from premises, b) storage, c) shipping to an address of its choice.
- 10. The Principal does not have to file any tax returns regarding income from commissions because the Agent is responsible for declaring his income himself in the country in which he is a taxpayer. The Agent is responsible for filing returns and making payments to the State in which he carries on his business. Social security contributions, taxes, levies, and business expenses reducing the taxable commission are solely the responsibility of the Agent.
Article 8 – Confidentiality
The Agent shall consider as strictly confidential all information of which it may be aware during the term of this Contract and shall refrain, during the term of this Contract as well as after its termination, from disclosing it in any way directly or indirectly. Should the Agent breach this confidentiality clause, he shall pay compensation to the Principal in the amount of 30,000 Swiss francs.
Article 9 – Termination of Contract
- 1. During the trial period, which is three months from the date on which the Contract is signed, either party has right to terminate it with immediate effect.
After the expiry of the trial period, a party intending to terminate the Contract must give the other party three months prior notice of termination, by registered letter with receipt confirmation form.
- 2. In the case of gross misconduct or force majeure, this Contract may be terminated by either party by giving the other party three months prior notice of termination, by registered letter with receipt confirmation form.
- 3. If this Contract is terminated by the Principal on grounds other than gross misconduct by the Agent, the latter has the right to compensation for the harm suffered, in accordance with applicable law. It is hereby agreed that such compensation shall be a fixed sum equal to the commissions for the quarter preceding the effective termination date of the Contract.
- 4. If the Principal terminates the Contract during the trial period, no Contract termination compensation shall be payable to the Agent. However, if the Contract is terminated after the trial period, the compensation provisions in § 3 above shall apply.
Article 10 – Competition
The Agent has the right to work as a representative for competitor companies and to agree to sell products or services competing with those defined in article 1 of this Contract. He also has the right to form his own competing company (as a precious metals merchant).
Throughout the duration of this Contract and for one year after it ends for any reason, the Principal and the Agent promise reciprocally not to recruit as an employee, or use, directly or indirectly, the employees, sub-agents, former employees or former sub-agents of the other contracting party.
Article 11 – Transfer of Mandate
- 1. If the sales agent is a legal entity: As this Contract is concluded on an intuitu personæ basis, i.e., in consideration of the individual mentioned in the preamble of this Contract, a key motive for the company mentioned in the preamble, any change leading to this person’s loss of effective and ongoing control or majority control of the company, must be submitted to the Principal for his approval within a reasonable period of time before the change.
If the sales agent is a natural person: As this Contract is concluded on an intuitu personae basis, any change in the legal structure of the Agent and any proposal to transfer the Contract must be submitted to the Principal for his approval no later than three months before the change in the legal structure or proposed transfer.
- 2. Failure to comply with this obligation shall be considered gross misconduct by the Agent opening the right to lawful termination of this Contract, without paying any compensation, i.e., commissions flowing from sales actually made by the Agent until the Contract termination date shall remain payable, but the provisions in article 9 § 3 for compensation for breach of contract shall not apply.
Article 12 – Work equipment and merchandise samples
The parties may agree, in a separate document, that the Principal make available to the Agent certain work equipment and merchandise samples, intended for his shop or for his travelling representatives.
Article 13 – Applicable law
- 1. All provisions not contrary to this Contract that may be found in the Swiss Code of Obligations, part two, section 13, chapter IV, articles 418a to 418v, shall apply to relations between the parties.
- 2. The provisions in this Contract shall be governed and interpreted in accordance with Swiss law, with the exclusion of private international law and the Vienna Convention on the International Sale of Goods of 11 April 1980.
Article 14 – Disputes
- 1. All disputes relating to this Contract are the exclusive competence of the Swiss legal system and the Valais Courts, subject to appeal to the Swiss Federal Court.
- 2. If the party (Agent or Principal) which has lost the case pays within the required deadline the amount set by the binding final ruling, it shall not owe the other party anything further. However, under the terms of this clause, if the losing party refuses to carry out its obligations within the required deadlines, all court costs (lawyers’ fees, bailiff’s fees, cost of enforcing the Swiss ruling in a foreign country, etc.) shall be charged exclusively to the losing party. In addition, as fixed compensation to the winning party for the administrative working hours incurred by the requirements of its legal action, it is agreed that the losing party shall pay him, in addition to legal costs, compensation in the amount of 5,000 Swiss francs.
Article 15 – Severability clause
If one or more provisions of this Contract are or become invalid as the result of a law or court decision, said provision shall be applicable strictly within the limits permitted by the applicable law. The other provisions shall remain with full force and effect.
Article 16 – Special provisions and subsequent amendments
- 1. Special clauses (SC): If the contracting parties agree special terms, they shall be inserted in section I of the Contract as one or more “special clauses” (SC) expressing their joint desire, or they may also jointly decide that those special provisions by set out in a separate document which shall be filed in the same folder as this Contract.
Any subsequent amendments to the employment contract shall be set out in a separate document, filed in the same folder as this Contract.
Any amendment to this Contract (with the exception of the case in § 2 above) shall be established in writing and signed by both parties. Any change to this Contract that is not in written form shall be null and void.
- 2. General terms of mandate (GTM): Any subsequent modifications to the “General terms of Mandate” (GTM) decided by Euporos SA must be displayed on the company’s website. The Agent’s silence during the following four weeks will be deemed tacit acceptance of the amended terms. If the Agent expresses his disagreement in writing, the Principal will give him the benefit of unchanged terms until 31 December of the current year, but may withdraw the Mandate subject to compensation payment provided in article 9 § 3 GTM.