FERRAY LTD

TERMS AND CONDITIONS

Please read this agreement carefully before using our Website. This represents the terms and conditions (“Terms”) for using and placing orders on the Website or for placing any orders with us on the telephone or in any other manner. Your use of the site is your confirmation that you have both read and accepted the Terms. These Terms and any contract entered into in consequence of your use of our Website are subject to English law and the courts of England & Wales shall have jurisdiction over any dispute between us.

ABOUT US 

The following information is required by the Electronic Commerce (EC Directive) Regulations 2002. This Website is owned and operated by FERRAY Ltd Limited whose UK company registration number is 10062631 and whose registered offices are at: FERRAY Ltd 27 Old Gloucester Road, London, WC1N 3AX, UK.

 Our email address is info@ferray.uk  / compliance@ferray.uk

Ferray Ltd is committed to providing  consultancy, business strategies, financial instruments, and facilitation of bullion and gold dore trade. Our operations adhere strictly to the highest standards, including the London Bullion Market Association (LBMA) standards, and comply with CIF (Cost, Insurance, and Freight), FOB (Free on Board), and SWIFT bullion standards and conditions for gold transactions. This policy outlines the terms and conditions governing our services and underscores our commitment to compliance with all relevant regulations.

1.SCOPE

This policy applies to all clients, partners, and stakeholders engaging with Ferray Ltd in consultancy, business strategies, financial instruments,  gold trade and facilitation services.

2.ENGAGEMENT POLICY

We will use information you provide to us for due diligence, which may also include checking your details with relevant platforms for verification and clearance according to AML/CTF policy. 

All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998.

Your email address is essential in order for us to be able to supply you with important information such as documents, procedures and agreements. 

Ferray Engagement Policy is as follows: 

2.1. Initial Contact and Verification

First Contact: Initial informal contact with one of our intermediaries, agent on the ground or private introduction is made through meetings, calls, or emails.

Verification: Use our contracted agents and intermediaries to verify the request, company, and identity of the person requesting our services.

NCCNDA:  Execute a Non-Circumvention, Non-Disclosure Agreement (NCCNDA).

Mandate Verification: Verify the mandate through Power of Attorney, passport, and mandate contract.

Role Definition: Identify and confirm the decision maker, buyer, director of refinery, and mandate.

Introduction and CIS Exchange: Introduce decision makers and exchange Client Information Sheets (CIS) profiles.

2.2. Know Your Customer (KYC) Procedures

Types of Clients:  Refinery: EU/Middle East,  Private Buyer as a company or Family Office (FO), still via refinery account, Miners/Sellers , Investors/Business Partners

Verification: Verify buyer/refinery company certificates, accounting records, registrations, licences, permits, and LBMA registration.

Business Questionnaire (KYC): Complete a business questionnaire.

Document Requests: Request necessary documents to verify identity and legitimacy.

2.3. AML/CFT Compliance

Wolfsberg AML Questionnaire: Complete the Wolfsberg AML Questionnaire regarding partners, clients, and sources of funds, included in Ferray KYC form. 

No Cash Policy: Ferray Ltd operates a strict no cash policy and conducts all transactions through banking and financial institutions.

2.4. Due Diligence (DD)

Platform Checks: Conduct checks on relevant platforms and registers.

Document Review: Ensure all required documents are submitted and verified in full.

2.5. Continued Liaison and Direct Engagement

Subject to Due Diligence: Continued engagement and liaison with the client are subject to ongoing due diligence.

Direct Service Offering: Ferray Ltd’s services are offered directly to buyers or decision makers only.

2.6. Agreements: SPA, IMFPA, Paymaster, Management, Consultancy 

Upon completing satisfactory due diligence on both the buyer and seller sides, the final details of the agreement will be formalised through the signing of the Sales and Purchase Agreement (SPA). This agreement will include an International Master Fee Protection Agreement (IMFPA) specifying the commission percentages allocated to both the seller and buyer sides.

Signing the SPA signifies a binding commitment to export the goods within seven days of the agreed date of arrival for import. The SPA will ensure that all terms, conditions, and responsibilities are clearly defined and mutually agreed upon, facilitating a smooth and timely transaction process.

3.COMPLIANCE AND POLICIES

3.1.Ferray Ltd is dedicated to maintaining the highest standards of compliance with all relevant regulations and internal policies. Each person we work with is subject to comprehensive due diligence and compliance checks, including AML (Anti-Money Laundering), CFT (Counter-Financing of Terrorism), and PEP (Politically Exposed Persons) screening.

3.2. Our operations are governed by the following policies, which are available in separate documents:

1. AML and CFT Policy
2. High-Risk and Conflict Areas for Gold Supply Policy
3. General Gold Supply Policy
4. Modern Slavery and Human Trafficking Policy
5. Anti-Bribery Policy
6. Human Rights Policy
7. GDPR and Privacy Policy

4. CONFIDENTIALITY AND DATA PROTECTION

4.1.All client information and data are treated with the utmost confidentiality in compliance with relevant data protection requirements.

4.2.By engaging with Ferray Ltd, all clients and partners agree to adhere to these terms and conditions, ensuring a transparent, ethical, and compliant business relationship.

4.3.We treat all non-public information we hold about you as private and confidential. Subject to the provisions of this clause, you agree that we may:

(A) use your information to verify your identity, administer and operate your account and monitor and analyse its conduct, provide services to you, assess any credit limit or other credit decision (and the interest rate, fees and other charges to be applied to your account) and enable us to carry out statistical and other analyses required by our business. This may involve disclosure to other companies in our group, service providers, agents, entities involved in the transfer of rights or duties under these Terms and Conditions, credit reference agencies, organisations aiding in credit decisions and fraud prevention, and as required by applicable laws or regulations. Additionally, disclosure may occur at your request or with your consent, especially in the case of joint accounts where information obtained from any account holder may be disclosed to others involved in the account;

(B) Transfer your information to any country, including those outside the European Economic Area, which may lack robust data protection laws. Such transfers are made for purposes such as international posting, emails  and delivery.

4.4. You may have rights of access to some or all the information we hold about you, to have inaccurate information corrected and to tell us that you do not wish to receive marketing information, under data protection law. If you wish to exercise any of these rights, please contact us in writing at compliance@ferray.uk.

5. GOVERNING LAW

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

6. REPRESENTATIONS AND WARRANTIES

6.1. You hereby represent and warrant to us that: You possess all necessary authority, powers, consents, licences, and authorisations, and have taken all requisite actions to lawfully enter into and fulfil your duties and obligations under these Terms and Conditions.

6.2. Persons acting on your behalf in any transaction or activity covered by these Terms and Conditions have been duly authorised to do so.

6.3. These Terms and Conditions, along with the obligations established herein, are binding upon you, your successors, and heirs. They are enforceable against you, your successors, and heirs in accordance with the terms outlined.

6.4. Any Precious Metal traded or facilitated with us is made in accordance with the rules and standards, compliance, accompanied by full legal and beneficial title.

6.5. Any Precious Metal traded or facilitated with us is free and clear from all contingent or existing charges, pledges, mortgages, securities, encumbrances, liens, or other third-party rights or claims.

7. FEES AND EXPENSES

7.1. You are obligated to promptly pay to us, upon demand, all costs, charges, and expenses incurred by us in connection with the performance of our duties and obligations under these Terms and Conditions. This includes relevant taxes, duties, reasonable legal fees, delivery, collection, and storage costs. All payable sums shall be deemed exclusive of VAT.

7.2. No interest or other amount will be paid by us on any credit balance on an unallocated account unless otherwise expressly agreed in writing between us.

7.3. If you fail to pay us any amount when it is due, we reserve the right to charge you interest (both pre-and post-judgment) on any such unpaid amount calculated at a rate equal to 4% above the Barclays Bank base rate. Both overdraft and default interest will accrue on a daily basis and will be due and payable by you as a separate debt. 

7.4. If any accounts you hold with us are in credit and you have failed to pay us any amount which you owe on any other accounts you hold with us, or any other amount you owe us, we may use the credit to reduce or repay the outstanding amount.

8. LIABILITY

8.1. Your access to and use of www.ferray.uk  is at your sole risk and, we make no warranty that the content of the Website is error-free or timely with any updates.

8.2. We will not be liable for any viruses or any other disabling features that affect your access to or use of the Website, nor any incompatibility between the Website and other websites, services, software and hardware, nor any delays or failures you may experience in initiating, conducting or completing any transmissions or transactions in connection with the Website.

8.3. We will not be liable for damages of any kind, including those resulting from your inability to use www.ferray.uk or any part of it, from any content posted on www.ferray.uk by us or anyone else.

8.4. We do not in any way exclude or limit our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(e) defective products under the Consumer Protection Act 1987.

8.5. Subject to clause 8.3. we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) any loss of profits, sales, business, or revenue;

(b) loss or corruption of data, information or software;

(c) loss of business opportunity;

(d) loss of anticipated savings;

(e) loss of goodwill; or

(f) any indirect or consequential loss.

8.6. Subject to Clauses 8.3. and 8.4 Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to the price of the Products stipulated in the Order Confirmation.

8.7. We are not obligated to make or take any special arrangements or precautions beyond those required by the rules or as specifically outlined in these Terms and Conditions.

8.8 We may accept liability for loss and damage to metal, as defined in our insurance policy placed with Underwriters at relevant jurisdiction. Our liability in specific circumstances is outlined as follows: Products in transit: Our liability terminates upon the delivery of your products as requested for import and clearance.

8.9. You shall indemnify and keep us and our Indemnified Parties (directors, shareholders, officers, employees, agents, and affiliates) indemnified on demand against all costs, expenses, damages, liabilities, and losses, except to the extent such sums result directly from our negligence, wilful default, or fraud.

8.10. These Terms and Conditions do not confer a benefit on any person who is not a party to it (and shall not be enforceable by any person who is not a party to it) except for the Indemnified Parties under clause 8.3. The Contracts (Rights of Third Parties) 1999 Act shall not apply, except for the benefit of the Indemnified Parties.

8.11. Except for liabilities not limited or excluded by applicable law, our liability to you under or in connection with these Terms and Conditions shall not exceed the fees paid by you for the relevant transaction or arrangement, regardless of the nature of the liability.

8.12. Our rights under these Terms and Conditions are in addition to, and independent of, any other rights which we may have.

9. GENERAL PROVISIONS

9.1 The Rules shall apply to any transaction or arrangement under or in connection with these Terms and Conditions. In the event of any conflict between the Rules and these Terms and Conditions, these Terms and Conditions shall prevail to the fullest extent permitted by applicable law.

9.2 A notice, notification, instruction, or other communication under or in connection with these Terms and Conditions must be in writing and will be deemed received only if actually received or delivered.

9.3 These Terms and Conditions are for the benefit of and binding upon us both parties. These Terms and Conditions may not be assigned by either party without the written consent of the other party, except that we may assign these Terms and Conditions (without notice or consent) to any third party pursuant to a merger or sale of our business.

9.4 If any of the clauses (or part of a clause) of these Terms and Conditions become invalid or unenforceable in any way under any law, the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired.

9.5 These Terms and Conditions are governed by and will be construed in accordance with English law.

9.6 Both parties agree that the courts of London, England are to have jurisdiction to settle any disputes or claims which may arise out of or in connection with these Terms and Conditions. For these purposes, both parties irrevocably submit to the non-exclusive jurisdiction of such courts.

9.7.  We reserve the right to refuse to supply any individual or company.

9.8.  You may not assign the Contract or any part of it without our prior written consent.

9.9. Subject to all other limitations and exclusions, we will have no liability to you under these terms if we are prevented from, or delayed in, performing our obligations under these terms by anything outside our reasonable control including, but not limited to, strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks or the acts, decrees, legislation, regulations or restrictions of any government.

9.10. Failure or delay by us in enforcing or partially enforcing any provision of any Contract shall not be construed as a waiver of our rights under that Contract.

9.11. If any provision of these terms is found by any court of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

9.12.  These terms and conditions represent the entire agreement between you and us in relation to the subject matter of any Contract.

9.13. A person who is not a party to this Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

10. CONTACT DETAILS

If you have any queries please contact Customer Services by email at info@ferray.uk . We will make every effort to reply to you within a few days Mon – Fri.

Registered Office: 27 Old Gloucester Street. London, WC1N 3AX, U.K.
Email: compliance@ferray.uk

.