1. Introduction
These terms of sale (“Terms”) govern the sale of custom designed and branded bullion (“SM Lion Bullion” or “Products”) by Singapore Precision Industries Pte Ltd (“Singapore Mint”) and purchase thereof by a customer or prospective customer (“Customer”). Singapore Mint and Customer may individually be referred to herein as a “Party” or collectively as “Parties”.
2. Order
(a) Singapore Mint makes SM Lion Bullion available for purchase to eligible Customers subject to these Terms. Eligible Customers are customers who satisfy the criteria to make purchases of SM Lion Bullion (such as age and identity verification and AML/KYC checks) as determined by Singapore Mint from time to time.
(b) An eligible Customer interested in purchasing SM Lion Bullion may submit an order (“Order”) to Singapore Mint in the manner and form made available by Singapore Mint on its webstore. By submitting the Order and making payment, Customer makes an irrevocable offer to purchase the SM Lion Bullion at the price indicated in the Order, subject to these Terms (“Offer to Purchase”). Any Order not accompanied by full payment or containing any error is not a valid Offer to Purchase and will not be processed or accepted by Singapore Mint. The Customer may not withdraw or vary its Offer to Purchase after it has been submitted.
(c) Singapore Mint accepts the Customer’s Offer to Purchase by sending an order confirmation with payment receipt to the Customer (“Confirmed Order”). Any other communications to the Customer, such as acknowledgements of receipt of an Order or Offer to Purchase, are not to be taken as an order confirmation or acceptance of Customer’s Order.
(d) Singapore Mint is not under any obligation to accept any Offer to Purchase, and may at its discretion reject or refuse to accept any Offer to Purchase with or without providing a reason. Singapore Mint shall not be liable for any losses, costs, or damages suffered by the Customer as a result of rejection or refusal to accept any Offer to Purchase, regardless of reason.
3. Order Cancellation By The Singapore Mint
(a) The Singapore Mint reserves the right to cancel, in whole or in part, any Confirmed Order or delay or halt delivery at any time at its sole discretion, including but not limited to where it knows or believes that one or more of the following situations have arisen:
(i) Payment has not been made, or received by Singapore Mint, in accordance with these Terms;
(ii) Price, stock, delivery time, availability or other information has been published erroneously, and that erroneous information formed the basis of Parties’ understanding in relation to the Confirmed Order;
(iii) A Detrimental Event, which is:
- An event or circumstance, which Singapore Mint in its sole opinion considers has, will have or is likely to have a detrimental effect, either legally or commercially, on Singapore Mint’s interests in the Confirmed Order or the continuation or completion thereof, or on the Customer’s ability or desire to continue with or complete the Confirmed Order;
- A change in prevailing conditions since the Confirmed Order was sent, including but not limited to economic, legal, regulatory, governmental and supply conditions, and changes to costs of any input factors to the price of SM Lion Bullion such as labour, transportation, taxes and duties; and/or
- Any other event, where the continuation or completion of the Confirmed Order:
- (I) is not or will not be in the business or reputational interests of Singapore Mint; or
- (II) is presenting or will present significant business, reputational, legal and/or regulatory risk to Singapore Mint.
(iv) A disruption in the market which makes it impossible or impracticable to continue with or complete the Confirmed Order, in whole or in part, or where the economic effect of continuing or completing the Confirmed Order is, in the opinion of Singapore Mint, materially affected as a result (“Market Disruption”);
(v) The continuation or completion of the Confirmed Order is unlawful under any applicable law (including, but not limited to, the laws of any country in which payment, delivery or compliance is required by either party) on any day, or it would be unlawful for payment, delivery or compliance were required on the day such activity will be or is expected to be performed (including, but not limited to, for either party to make or receive payments or deliveries with respect to the Confirmed Order), or to comply with any other material provision of the terms related to the Confirmed Order;
(vi) The order was made pursuant to or in connection with fraud or any illegal or unlawful activities; or
(vii) Deliveries from suppliers have been delayed or cancelled, in part or in whole.
(b) Where Singapore Mint exercises its rights under Clause 3(a) to cancel a Confirmed Order or any part thereof, it will refund all payments made in relation to the affected part of the Confirmed Order less any costs or expenses incurred by Singapore Mint in connection with fulfilment of that Confirmed Order or processing of the refund, unless it is unable to do so for legal or regulatory reasons, or to comply with lawful order.
(c) Singapore Mint’s liability in respect of any cancellation shall be strictly limited to refund of amounts actually received from the Customer for the affected Confirmed Order, and Singapore Mint shall not be liable for any indirect, consequential or expectation losses (including loss of profit).
4. Collection And Delivery
(a) The Customer will receive a notification from Singapore Mint when the Products ordered are ready for collection or delivery, as indicated in the Order, along with instructions for delivery or collection.
(b) The Customer must accept delivery or collect the ordered Products in person unless the vault option is selected. Inspection of the Products must be carried out immediately at delivery or collection, and if the Products are received in good order, the Customer must accept the Products and execute a written acknowledgement in the manner and form provided by Singapore Mint. The Customer must reject the Products if they are not received in good order.
(c) If the Customer fails to complete delivery or take collection of the order within the time stipulated by Singapore Mint, Singapore Mint may, at its sole discretion, arrange for the transfer and/or storage of the Products at a designated vaulting facility and applicable vault charges will be charged. Singapore Mint reserves the right to impose additional collection and/or delivery charges for deliveries or collections not completed at first instance. The Customer shall be responsible for all such additional charges and costs incurred by Singapore Mint, including but not limited to transportation, storage and insurance charges and costs, and make payment thereof to Singapore Mint on demand. All additional charges and costs must be fully paid before the Customer is entitled to take possession of the Products.
(d) The Customer must notify Singapore Mint immediately if it has not taken delivery of or collected the Products ordered despite receiving notifications or communications from Singapore Mint indicating or suggesting otherwise.
(e) All Products received are not returnable or exchangeable.
(f) Singapore Mint reserves the right to treat any undelivered or uncollected Products as an Order for Vaulted Products and apply the Vaulting Service to the Order and accrue applicable fees.
(g) The Customer’s right or claim to Products that remain undelivered or uncollected after a period of 2 years (including Products vaulted in accordance with clause 4(f)) from the date it was first made available for delivery or collection shall be extinguished. If such Products were vaulted in accordance with clause 4(f) during the intervening period and the cost of vault fees is greater than the cost of the Products, ownership of such Products shall immediately pass to Singapore Mint. The Customer hereby waives any claims or causes of action in respect of Products deemed forfeited under this clause.
5. Vault
(a) Where the Customer chooses to have an Order vaulted, Singapore Mint will, for a fee, retain custody of the Products ordered (“Vaulted Products”) and make arrangements to transport and store them at a designated facility (“Vaulting Service”).
(b) Singapore Mint ensures that:
(i) Vaulted Products are individually tagged to the Customer and identifiable by serial number in satisfaction of the Customer’s Confirmed Order (“Allocated Products”); and
(ii) A record of the Customer’s Allocated Products is made available to that Customer.
(c) The Customer and its representatives may view and inspect their Allocated Products at the designated facility during business hours by making prior arrangements with Singapore Mint, subject to scheduling and availability. Arrangements may be cancelled or changed, and alternative arrangements with the Customer may be made. Singapore Mint reserves the right to charge visitation fees upon prior notice to the Customer.
(d) The Customer and its representatives visiting the designated facility must abide by all applicable rules and policies and comply with instructions given by Singapore Mint and its representatives.
(e) Fees for the Vaulting Service are as indicated by Singapore Mint to the Customer at the time the Order is made. Singapore Mint may amend fees from time to time, and the amended fees shall be made available to Customers. A Customer’s continued use of the Vaulting Service shall be deemed acceptance of such changes.
(f) The Customer may terminate the Vaulting Service in respect of all or a portion of the Allocated Products by notifying Singapore Mint in writing and making arrangements for the delivery or collection of such Products. If the Vaulting Service is terminated in respect of a portion of the selected Products, the Customer must identify the Allocated Products to which termination applies. Termination does not occur until delivery or collection is complete and the Customer has executed Mint‑approved documentation.
(g) Singapore Mint may terminate all or part of the Vaulting Service at any time with or without prior notice. Affected Customers will be given a choice to collect their Allocated Products or have them delivered. Customers will be notified when Allocated Products are ready for collection or delivery, which may take 7 working days or more. Delivery charges may apply. Singapore Mint may treat Allocated Products that remain in Singapore Mint’s custody after the date indicated for termination of the Vaulting Service as uncollected or undelivered Products.
(h) Singapore Mint shall have a general and particular lien on all Allocated Products in its custody as security for payment of all sums claimed by Singapore Mint from the Customer and full discharge of its liabilities (including any amounts owing) (“Relevant Liabilities”). Singapore Mint may, at its discretion, choose to detain all or a portion of such Allocated Products until full and unconditional payment and discharge of Relevant Liabilities, or sell or dispose of all or a portion of such Allocated Products at the Customer’s expense and risk and apply the proceeds of sale or disposal towards satisfying any expenses incurred and discharge of Relevant Liabilities, in any order or priority as Singapore Mint determines, without obligation to maximise recovery or account for surplus beyond discharge of Relevant Liabilities. Fees for the Vaulting Service shall continue to accrue on any Allocated Products detained under lien.
6. Risk And Title
(a) Subject to the remainder of this clause 6, risk of loss in the Products shall pass to the Customer at the earlier of first attempted delivery or when the Customer acknowledges receipt. Title in the Products shall pass to the Customer along with possession.
(b) Subject to clause 6(c), for Products to be vaulted, risk and title in the Products shall pass to the Customer when the Products are individually tagged to the Customer’s account in Singapore Mint’s records or ledger.
(c) Notwithstanding the above, full legal and equitable title and interest in the Products shall remain in Singapore Mint and shall not pass to the Customer until Singapore Mint has received payment in full of all amounts due and owing from the Customer to Singapore Mint (including any interest accruing and owing to Singapore Mint) and from time to time in respect of the Products. If, during the time that title in the Products remains in Singapore Mint and any of the Products are incorporated in or attached to or used as material for or in the manufacture of other goods, the property in the whole of such goods shall vest in and remain with Singapore Mint, and the Customer shall hold such goods as bailee to the order of Singapore Mint until Singapore Mint has received payment in full.
7. Sell-Back
(a) The Customer may offer to sell SM Lion Bullion purchased and collected, including Allocated Products in the Vaulting Service, to Singapore Mint at the prices indicated by Singapore Mint from time to time.
(b) For Allocated Products in the Vaulting Service:
(i) The offer to sell (“Offer to Sell”) all or a portion of the Allocated Products is to be made by the Customer online in the manner and form specified by Singapore Mint at the price indicated by Singapore Mint. An Offer to Sell is irrevocable once made and cannot be withdrawn or varied. Singapore Mint accepts an Offer to Sell by sending a confirmation to the Customer (“Sale Confirmation”). Any other communications to the Customer, such as acknowledgements of receipt of the Offer to Sell, are not to be taken as confirmation or acceptance of the Customer’s offer. Singapore Mint is not under any obligation to accept any Offer to Sell and may at its sole discretion reject or refuse to accept any Offer to Sell without providing a reason.
(ii) Singapore Mint may, in its sole discretion, accept, reject, or impose conditions on any Offer to Sell, and shall not be obliged to provide reasons. The Customer acknowledges that Singapore Mint does not provide any investment, forward pricing, hedging, or guaranteed buy‑back arrangement.
(iii) Title to the Allocated Products offered for sale shall transfer immediately to Singapore Mint once the Sale Confirmation is sent.
(iv) Singapore Mint shall specify the payment methods available to the Customer. The Customer shall provide the requisite details to enable payment to be made to the Customer. Singapore Mint will not make payment to any person other than the Customer that Singapore Mint recognises as the purchaser and owner of the Allocated Product sold.
(v) Notwithstanding the above, the Customer is not entitled to make an Offer to Sell any Allocated Product within 14 days from the allocation of Allocated Products. Any such offer shall be void, and Singapore Mint is entitled to reject such an offer or cancel or reverse any resulting transaction. Singapore Mint reserves the right, in its sole discretion, to reject, rescind, or impose additional conditions on any Offer to Sell, regardless of timing, without liability.
(c) For other Products in the Customer’s possession, the Customer must present the Products at the location designated by Singapore Mint with the Products. These shall be subject to verification checks, compliance with applicable AML/CFT and regulatory requirements, and additional requirements and terms as may be specified by Singapore Mint at its sole discretion. The Customer shall bear all costs associated with such verification and compliance. Singapore Mint has the sole discretion to reject the sale at any time and without liability, whether or not a reason is provided.
(d) In relation to all Products sold and offered for sale, the Customer represents and warrants that:
(i) The Customer has good title to the Products, and is not under any legal or contractual restriction that would prevent or hinder transfer of good title to the Products;
(ii) The Products are free from any claim, charge, lien or encumbrance; and
(iii) Singapore Mint will enjoy quiet possession of the Products.
(e) The Singapore Mint does not guarantee acceptance of sell‑backs in the event the original packaging has been tampered with in any way, shape or form.
(f) Nothing in this Clause 7 or elsewhere in this Agreement shall be construed as creating or conferring any “capital markets product” within the meaning of the Securities and Futures Act 2001 and any subsidiary legislation made thereunder, including any “security”, “futures contract” or “derivatives contract” as defined in that Act.
8. Due Diligence
(a) Singapore Mint is a Regulated Dealer under the Ministry of Law and reserves the right to conduct Customer Due Diligence (CDD) or Enhanced Customer Due Diligence (ECDD) on the Customer in accordance with the regulatory regime for precious metals dealers in Singapore. The CDD or ECDD may include requests for information verifying the Customer’s identity by obtaining information such as NRIC number, passport number, occupation, nationality, address, date of birth and contact number. The Customer may be required to show proof of identifying information which Singapore Mint may copy. The CDD or ECDD may also include requests for information to establish the beneficial owner of funds or metals, questions and verification about income level, source of wealth and source of funds, and whether the Customer is indeed the individual, entity or representative of the entity behind the purchase. Where Singapore Mint has not received adequate information for the conduct of CDD or ECDD (as the case may be), or deems that it is unable to complete CDD or ECDD satisfactorily with the information made available to Singapore Mint, Singapore Mint reserves the right to cancel the order, place the order on hold, or terminate any and all transactions with the Customer, whereupon the Customer shall release Singapore Mint from all liabilities flowing from any consequential refusal to, delay in, or cancellation of transaction with the Customer. Singapore Mint will not be responsible for any losses due to insufficient or unclear release or identification details provided by the Customer.
(b) The Customer acknowledges that any unclaimed funds of unknown origin shall accrue to Singapore Mint following a period of two (2) years from the date the funds are received by Singapore Mint.
9. Customer Obligations
(a) The Customer represents and warrants that any information provided by the Customer to Singapore Mint in connection with an order for or the sale or purchase of SM Lion Bullion is true, accurate, complete, and not misleading, including any information that may be provided to Singapore Mint to enable it to comply with its legal obligations. The Customer must update Singapore Mint immediately if any information provided has changed.
(b) Customer must assist and cooperate with Singapore Mint in connection with any enquiries, responses, claims, investigations or other matters arising in connection with Singapore Mint’s legal or regulatory obligations.
(c) Notwithstanding any provision to the contrary in this contract, the Customer shall indemnify Singapore Mint against all losses, damages, actions, proceedings, costs, claims, demands, liabilities and expenses (including reasonable attorneys’ fees) incurred by Singapore Mint in connection with or paid or agreed to be paid by Singapore Mint in settlement of any claim resulting from the Customer’s breach of this clause 9(a) or any provision of the contract. The Customer shall fully indemnify and hold harmless Singapore Mint, its affiliates, directors, employees, and agents from and against all claims, damages, costs, liabilities, losses, penalties, interest, and expenses (including attorneys’ fees) arising out of or in connection with the Customer’s breach of this contract, misrepresentation, or failure to comply with applicable laws.
10. Taxes, Fees, Surcharges and Etc
Unless otherwise expressly provided, the prices quoted do not include applicable taxes, statutory payments and surcharges (such as, without limiting the generality of the foregoing, Goods and Services Tax). The Customer agrees to bear all such taxes, statutory payments and surcharges.
11. Terms of Payment
(a) Payment for Products and Vaulting Service shall be due upon demand or at the time specified by Singapore Mint.
(b) Unless otherwise accepted by Singapore Mint in writing, the Customer shall make payment of all sums due to Singapore Mint for the Products and Vaulting Service via the designated payment gateway.
(c) Without prejudice to any other rights of Singapore Mint, interest for late payment shall be paid by the Customer to Singapore Mint and accrue at the rate of 1.5% per month or the maximum permitted by law, whichever is higher, and shall accrue before as well after judgment, on the amount(s) overdue for the period from the original due date for payment to the date of actual payment (both dates inclusive) until full payment of the amount(s) overdue has been made.
(d) If the Customer fails to make any payment in accordance with these conditions or fails to comply with any provisions of the contract, Singapore Mint may, without prejudice to any other rights it may have, cancel any undelivered or uncollected portion of the Products to offset amounts used and claim the remaining outstanding from the Customer or terminate the Vaulting Service in accordance with clause 5(g).
(e) Notwithstanding any provision in this contract, Singapore Mint may, at its own discretion, commence legal proceedings for the recovery of payment that is not received after thirty (30) days from the due date of payment.
(f) All or any payments to be made to the Customer can only be made to an individual with a valid Singpass ID with a valid local Singapore bank account.
12. Limitation Of Liability
(a) Notwithstanding any provision to the contrary, except in respect of death or personal injury caused by Singapore Mint’s negligence, Singapore Mint shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Singapore Mint, its employees or agents or otherwise) which arise out of or in connection with the performance of services (including Vaulting Services) or supply of the Products or their use or resale by the Customer, and the entire liability of Singapore Mint in connection with an order and the Products therein or the Vaulting Service shall not exceed the price of the Products paid by the Customer to Singapore Mint.
(b) Singapore Mint shall not be responsible for:
(i) any loss to the Products resulting from ordinary leakage, ordinary loss in weight or volume, shrinkage, ordinary wear and tear;
(ii) inherent defect or nature of the Products, or
(iii) natural oxidation; and
(iv) confiscation, seizure, appropriation, expropriation, requisition of title or use or wilful destruction of the Products under any order of the government and public authority.
(c) Nothing in this clause 12 shall be interpreted as having the effect of limiting any liability that cannot be limited by law.
13. Intellectual Property Rights
The purchase or possession of Products does not confer ownership or licence to the intellectual property rights in and to the Products. All intellectual property rights in and to the Products, including without limitation, patentable inventions (whether or not applied for), patents or patent rights, copyrights, works of authorship, moral rights, trademarks, service marks, trade names, trade dress, trade secrets and applications and registrations of all the foregoing shall remain the exclusive property of Singapore Mint.
14. Force Majeure
(a) Neither party shall be in breach of this agreement for any failure or delay in its performance of its duties under this agreement if such failure and/or delay is caused by an unexpected and/or uncontrollable event that is beyond the Party’s reasonable control (“Force Majeure Event”). Examples of a Force Majeure Event include:
(i) An act of God, which may include but is not limited to a manifestation especially of a violent or destructive natural force, such as lightning strike or earthquake, that is beyond human power to cause, prevent or control;
(ii) An act of terrorism. Terrorism is the unlawful use or threatened use of force or violence by a person or organised group against people with the intention of intimidating or coercing governments, for ideological or political reasons. Acts of terrorism may include but not be limited to the calculated use of violence (or threat of violence) against civilians in order to attain goals that are political or religious or ideological in nature that is done through intimidation or coercion or instilling fear;
(iii) Act of government or state;
(iv) Labour disputes along the product value chain.
(b) Upon occurrence of any of the above events, the Party that is unable to fulfil its obligations due to any of the above events (the “Defaulting Party”) shall:
(i) Immediately upon knowing that it will not be able to fulfil its obligations, notify the other Party, giving full details of the Force Majeure Event and how the performance of this agreement has been or will be affected;
(ii) Use best endeavours to mitigate the negative effects of the Force Majeure Event on its performance of the agreement; and
(iii) Resume full performance of the obligations affected as soon as possible.
(c) If Singapore Mint is unable to deliver the Services and/or Products, being a Defaulting Party, then the Customer may at any time after ninety (90) days period from the commencement of such Force Majeure Event, terminate this agreement and at the specific request of the Customer in notice of termination to Singapore Mint, refund the Customer the sum payable by Singapore Mint less fees payable and accrued to Singapore Mint up to such date.
(d) Under no circumstance will an event of Force Majeure excuse a Party’s obligations to make payments when due under these Terms.
15. General
(a) These Terms supersede all prior agreements made between the Parties. No representation made by Singapore Mint, its representatives or agents whether orally or in writing wherever appearing (including, without limitation, in Singapore Mint’s catalogues, brochures, websites or elsewhere) and whether made prior to, during or subsequent to the acceptance of this Agreement, shall have any effect unless expressly stated in these Terms or otherwise accepted by Singapore Mint in writing.
(b) These Terms are personal to the Customer, and the Customer may not assign or transfer any of its rights, benefits or obligations without the prior written consent of Singapore Mint.
(c) These Terms remain valid until Singapore Mint amends or updates these Terms at any time in its sole discretion, which shall then be effective immediately upon notification to the Customer. Any amendment or variation of these Terms by the Customer shall not be effective unless specifically agreed by Singapore Mint in writing and signed.
(d) Failure by Singapore Mint to insist upon strict performance of the terms and conditions of this contract shall not constitute waiver of such terms and conditions.
(e) These Terms and any dispute or claim (including non‑contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore. Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non‑contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation. The parties waive any right to object to Singapore courts on the grounds of inconvenient forum or any other reason.
(f) It is the responsibility of Customers to exercise due care and ensure they are visiting a legitimate website and to confirm payment details before proceeding to execute payments.
(g) Singapore Mint’s Personal Data Protection Policy shall apply to any personal data collected, used and disclosed by Singapore Mint in connection with the subject matter of these Terms