General Terms
I. SCOPE OF APPLICATION AND DEFINITIONS
1.1 These general terms and conditions (“Terms”) apply to all quotations, orders, and services provided by NSG Sweden AB, NSG Technology AB, or NSG Finland OY (henceforth individually or collectively referred to as “NSG”) to a corporate customer (“the Customer”). The Terms apply regardless of which NSG company is the contracting party. Swedish law shall apply, and disputes shall be resolved in accordance with Clause 13.
1.2 The Terms cover recycling/refining, sampling and analysis, trading and delivery of precious metals, as well as the handling of metal accounts.
1.3 The Terms shall also apply to future transactions between the parties without specific reference. In the event of a conflict between a separately agreed written agreement, appendices to these Terms, and the main body of these Terms, the following order of precedence shall apply: (i) separately agreed written agreement, (ii) appendices, and (iii) the main body of these Terms.
1.4 “Customer” means a legal entity ordering NSG’s services/deliveries. “Metal account” means an account stated in grams of fine weight (not monetary value) represents a claim to an equivalent quantity of precious metal, not for a specific physical metal lot or identifiable batch.
1.5 Material requirements for recycling shall be interpreted in accordance with the Swedish Waste Ordinance (2020:614) or, where applicable, equivalent national legislation in the country of origin of the material, and, where applicable, the RoHS Directive 2011/65/EU.
1.6 Time references. All times refer to Swedish local time (CET). “Business day” means a day on which banks in Sweden are generally open.
1.7 Material declaration: an appendix to the delivery note (order number) in which the Customer describes the form/type and characteristics of the material and provides an initial classification in accordance with the Swedish Waste Ordinance (2020:614) (preliminary EWC/HP) and substance indications.
1.8 The Terms shall be deemed incorporated into the agreement by: (i) the Customer’s order or delivery to NSG, or (ii) reference in a quotation or order confirmation, provided that the Customer has been given the opportunity to review the Terms prior to conclusion of the agreement.
II. RESPONSIBLE METAL TRADING AND CUSTOMER INFORMATION
2.1 NSG follows the principles of responsible metal trading in accordance with (EU) Regulation 2017/821, industry standards such as the LBMA Responsible Gold Guidance and the RJC Code of Conduct.
2.2 The Customer shall, upon request and without undue delay, provide information regarding the beneficial owner, the purpose and nature of the business relationship, the origin of the material and its supply chain (including intermediaries), as well as any other documentation required for risk assessment and sanctions screening. NSG may obtain and verify information in external registers. Appendix A – Customer Declaration is the primary source and must be signed prior to the first transaction and updated upon any changes.
2.3 To prevent trade-based money laundering (TBML) and to prevent mined gold from being falsely claimed as recycled gold NSG may, in cases of elevated risk or insufficient information, request additional documentation (including origin and supply chain certificates, transport and customs documents). If such documentation is not provided, delivery, settlement, or payment may be paused or rejected.
2.4 NSG shall be entitled to refuse, suspend, or terminate transactions and withhold delivery/settlement/payment according to Clause 8.4 if:
(i) required under sanctions/export control regulations or
(ii) the risk level is deemed unacceptable, including due to insufficient documentation under Clauses 2.2/2.3.
NSG shall promptly notify the Customer of any decision to suspend or withhold performance under this clause.
2.5 Personal and corporate data are processed in accordance with the GDPR and NSG’s privacy policy for purposes of customer due diligence, sanctions screening, risk assessment, and regulatory compliance. Data is kept only as long as required by law or to safeguard legal interests, after which it is deleted or anonymized.
III. QUOTATION, ORDER, AND AGREEMENT
3.1 A quotation constitutes an offer and is valid for 14 days from the date of issue unless otherwise explicitly stated.
3.2 An agreement shall be deemed concluded upon written confirmation by NSG. Any objections to the order confirmation must be made without delay.
IV. DELIVERY TERMS AND TRANSFER OF RISK
4.1 Delivery shall be made in accordance with Incoterms® 2020. Standard terms are CIP, FCA, or DAP.
4.2 Risk passes in accordance with the agreed delivery term.
4.3 The Customer shall inspect the delivery upon receipt and notify any visible defects within 8 business days. For latent defects, claims must be made within 8 business days from when the Customer discovered or should have discovered the defect upon professional inspection.
4.4 In the event of returns, the Customer bears the risk and insurance responsibility until the goods reach NSG. The sender is responsible for ADR classification and labeling in the case of hazardous goods. NSG may assist for a fee.
V. RECYCLING, SAMPLING, ANALYSIS, AND MATERIAL REQUIREMENTS
5.1 The Customer is responsible for correct classification and declaration of materials in accordance with Appendix E – Material Declaration and for providing information on hazardous or process-inhibiting substances in accordance with Appendix B – Prohibited Substances & Process Inhibitors.
5.2 NSG may refuse to accept materials, extend processing times, or charge additional costs in cases requiring special handling. Receipt shall only be acknowledgement against a delivery note (order number) and material declaration in accordance with Clauses 1.7 and 5.1.
5.3 Upon receipt, the material is weighed and homogenized, and samples are taken according to NSG’s established procedures. Analysis is conducted in accordance with documented methods. A neutral laboratory may be appointed upon request at the Customer’s expense.
5.4 Analysis may be carried out using XRF, AAS, ICP-OES, or wet chemical methods in accordance with ISO 17025 principles.
5.5 After notification of the refining result, the Customer has 8 days to object; thereafter, the result shall be final and binding as a metal account statement.
5.6 If analysis results, sampling, or settlement are found to be incorrect or disputed, NSG shall have the right to correct the result through re-analysis, new sampling, or adjustment of the settlement.
Such correction shall constitute the primary remedy between the parties. Damages or other compensation shall only be considered if the error cannot be corrected or remains after correction.
VI. METAL ACCOUNT AND SETTLEMENT
6.1 The metal account shows the Customer’s balance in grams of fine weight.
6.2 Determined fine weights are credited to the Customer’s metal account; errors may be corrected. Statements not disputed within 14 days are deemed accepted.
6.3 Withdrawals/transfers may be made if the account has a positive balance, provided the account is not blocked and NSG has no right of set-off or retention under these Terms, Appendix C, or a separate pledge agreement.
6.4 Detailed terms for account statements, blocking, interest on negative balances, set-off, conversion, order of priority, and pricing are set out in Appendix C – Terms for Metal Accounts.
VII. PRICES AND PAYMENT TERMS
7.1 Metal prices are based on the LBMA Gold Price AM (11:30 CET/CEST) and the LBMA Silver Price (13:00 CET/CEST), as provided by LSEG, on the settlement date, together with NSG’s applicable exchange rate. In the event of a bank holiday or market disruption, the next available quotation shall be used.
7.2 Fees are charged in accordance with the price list; the price list is available upon request.
7.3 Invoices fall due in accordance with the stated payment terms. Default interest is charged in accordance with the Swedish Interest Act.
7.4 Only traceable payment methods are accepted.
VIII. TITLE AND SECURITY
8.1 Title to delivered goods passes to the Customer only upon full payment.
8.2 Security in the Customer’s metal account balance or other materials is governed exclusively by separate agreement. No security interest arises from these Terms as such.
8.3 Pledge and security arrangements are governed by a separate pledge appendix (Appendix D) per transaction.
8.4 (i) NSG is entitled to withhold performance (such as delivery, analysis, settlement, or payment) in the event of the Customer’s payment default or other material breach.
(ii) NSG is further entitled to pause handling or transactions if required information under KYC, AML, or TBML requirements is missing or if there is suspicion of irregularities. NSG shall promptly notify the Customer when performance is withheld under this clause.
IX. DEFECTS, CLAIMS, AND LIMITATION PERIOD
9.1 The Customer shall notify defects without undue delay. For visible and latent defects, the time limits in Clause 4.3 apply.
9.2 The limitation period for defect claims is 2 years from delivery unless otherwise specifically agreed between the parties.
X. LIABILITY AND LIMITATION OF LIABILITY
10.1 NSG is liable for direct damage resulting from error or negligence in the performance of the assignment, provided that the services have not been performed in accordance with professional industry standards.
10.2 To the extent that third parties bring claims against NSG based on information, materials, or instructions provided or specified by the Customer, the Customer shall indemnify and hold NSG harmless from such claims and compensate NSG for any resulting costs, damages, and expenses.
10.3 Delay in delivery (liquidated damages). Notwithstanding Clause 10.1, NSG shall pay liquidated damages of 5% per commenced calendar week from the agreed delivery date, up to a maximum of 50%. The damages are calculated per affected order line on the labor cost and do not include the value of precious metals. No liquidated damages shall be payable in the event of force majeure or if the Customer has not fulfilled contractual prerequisites.
10.4 NSG shall not be liable for process-related normal losses of precious metals arising during melting, provided that the work has been performed using accepted and professional methods in accordance with Clauses 5.3 and 5.4. This limitation shall not apply in cases of gross negligence or wilful misconduct by NSG.
10.5 NSG shall not be liable for indirect damage such as loss of profit, production loss, loss of business opportunities, or other consequential damage.
10.6 NSG’s total liability for damage is limited to the value of the material or service to which the assignment relates.
XI. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
11.1 The parties shall treat non-public information as confidential during the term of the agreement and for five years thereafter.
11.2 NSG retains ownership of technical documentation and analysis data. Analysis reports, test results, and other technical documentation may be used by the Customer for internal purposes and for regulatory reporting to the extent required for the Customer’s operations. Any other use requires NSG’s written consent.
11.3 Confidentiality shall not apply to the extent disclosure is required by law, regulatory decision, insurance conditions, or in connection with a dispute. The Customer may disclose confidential information to subcontractors only to the extent necessary and subject to confidentiality obligations at least equivalent to those herein.
XII. FORCE MAJEURE
12.1 Neither party shall be liable for failure to perform due to events beyond its control (e.g., fire, strike, government decision, natural disaster).
12.2 Delivery times shall be extended by a period corresponding to the duration of the disruption, without entitlement to compensation.
XIII. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 Swedish law shall apply.
13.2 Any dispute shall be finally settled by arbitration in Stockholm under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The SCC Rules for Expedited Arbitration shall apply unless the SCC, considering the complexity of the case, the amount in dispute, and other circumstances, determines that the SCC Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the arbitral tribunal shall consist of one or three arbitrators. Notwithstanding the foregoing, NSG shall always have the right to apply for a payment order or initiate proceedings in a general court regarding undisputed due payment claims.
13.3 Mediation may be attempted voluntarily prior to arbitration.