Industrial Precious Metal Recycling
Industrial Precious Metal Recycling
By using our website and doing business with us, Red Fox Resources, you accept and agree to our Standard Terms and Conditions outlined on this page.
1. The offered purchase price is valid for 15 Days, unless stated otherwise in the written offer.
2. Contact Red Fox Resources if your acquisition price needs to be updated.
3. The purchase price is subject to change at the time of collection if part numbers or quantities do not match the acquisition form exactly or if portions of the substrate are missing. This offer is based upon the substrate being 100% present at the time of collection. Price may be adjusted based on a percentage of substrate not present upon collection.
4. Payment to be made within 15 days of collection unless stated otherwise in the written offer.
5. Parts purchased by Red Fox Resources for the sole purpose of recycling and will not be resold.
6. Closing of the sale shall be deemed complete when the price is paid to the seller.
7. Red Fox Resources shall cover all associated freight charges for transportation.
1. CONTRACT FOR SERVICES.
1.1 Applicable Terms. The terms and conditions contained herein and in the quotation to which these terms apply (the “Quotation”) constitute the complete and entire agreement (the “Contract”) between Red Fox Resources, a California corporation (“Red Fox”), and ABC Recycling Customer”) of catalyst material (the “Material”) named on the Quotation. Except for these terms and the terms in the Quotation, no prior agreements, negotiations, or representations made by Red Fox shall be deemed to alter, modify, amend, supplement, or supersede the Contract, and Customer shall not be deemed to have relied thereon. Red Fox’s offer to provide services is expressly limited to the terms of this Contract, and any additional or contrary provisions in Customer’s offer or acceptance or in any request for quotation, purchase order, change order or confirmation are rejected in advance without further notification from Red Fox, void, of no further force or effect and shall not form a part of this Contract or otherwise be binding on Red Fox. The Contract may not be amended, supplemented, modified, superseded, or otherwise altered without the prior written consent of an authorized Red Fox representative.
1.2 Acceptance of Contract. Acceptance of this Contract shall be effective by Customer signing the final page of the Quotation. Customer shall be deemed to have accepted this Contract by sending Material to Red Fox’s Facility or a Third-Party Plant (as defined below) for toll refining whether or not Customer signs the Contract.
1.3 Modification of Contract. This Contract may only be amended or supplemented by a written agreement duly signed by an authorized representative of each Party.
2. RECEIPT AND ACCEPTANCE OF MATERIAL.
2.1 Shipping. Customer will include a delivery document (“Packing List”) prior to any shipment of Material to Red Fox (or authorized third party). The Packing List will contain the following information: Customer name, address, and phone number, number and type of container, description of contents, and gross weights of each container, and an accurate description of any Hazardous Material (as defined below). If known or available, Customer should provide the precious metal content. Red Fox is not responsible for any errors due to incorrect or incomplete labeling.
2.2 Packaging. Material must be packaged securely to avoid loss or damage during shipping and handling. Any Hazardous Material must be clearly and accurately labeled. Unless otherwise stated in the Quotation, all Material is to be delivered to Red Fox “Delivered Duty Paid” (Incoterms “DDP”) to Red Fox’s facility located at 4055 Linden Street, Oakland, California 94608, unless a different facility is named in the Quotation (the “Facility”). Red Fox or its agents will retain all shipping materials (bulk bags, boxes, drums, etc.) that Customer sends to Red Fox along with any metallic catalyst housing material recovered during processing. In some circumstances, the Quotation may provide for delivery of the Material to a third-party processing plant (a “Third-Party Plant”), which will be deemed to be the “Facility” for purposes of this Contract. Customer agrees to indemnify and hold Red Fox harmless from all injury, cost, suit expense (including its attorney’s fees), which Red Fox may incur with respect to or as a result of any failure to comply with the packing and labeling requirements in this Contract. In no event shall the aggregate liability of Customer for any claim arising out of or related to this Contract exceed $500,000.
2.3 Documentation of Receipt. Upon receipt of Material, Red Fox or its agents shall document the number of each bulk bag, Gaylord box, or pallet of material contained in such shipment (the “Intake Receipt”). Red Fox’s determination of the amount of shipping containers received, as set forth in the Intake Receipt, shall be binding absent manifest error.
2.4 Accounting of Material. For reporting and payment purposes, Material shipped to Red Fox will be accounted for on a lot-by-lot basis (each, a “Lot”), subject to any minimum or maximum material limitations listed in the Quotation.
2.5 Material Not Suitable for Processing. The only Material that Red Fox accepts for processing is material that contains Platinum (” Pt”), Palladium (“Pd”), and Rhodium (“Rh”) (collectively, the “Relevant Precious Metals”). All other metals or materials included in a shipment are considered “Unsuitable Material,” including but not limited to: packaging, casings, wrong or incorrect Material, contaminated Material, Material that Red Fox’s equipment (or equipment at a Third-Party Plant) cannot process, and Hazardous Material. Red Fox, at its sole discretion may deem material to be “Unsuitable Material.”
2.6 Rejection of Material. Red Fox may reject any Unsuitable Material, upon notice to Customer (“Rejected Material”). Red Fox will notify Customer within 14 days of discovery that such Material is Unsuitable Material. If Customer requests that any Rejected Material be returned, Red Fox shall return the Rejected Material to Customer at Customer’s sole cost and expense. Red Fox may, at its option, require that Customer pay any shipping charges directly, or advance the cost of the shipping to Red Fox prior to the return. If Customer fails to promptly request the return of Rejected Material, fails to participate in arranging the return of the Rejected Materials, or fails to advance the shipping costs to Red Fox upon request, Red Fox may dispose of the Rejected Material and charge Customer all costs of disposal.
2.7 Hazardous Material. The term “Hazardous Material” shall mean any hazardous or toxic substance, material, or waste that is or becomes regulated by the United States, the State of California, or any regulatory authority having jurisdiction over the Facility, including but not limited to: (a) any “hazardous substance,” as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code Sections 9601-9675); (b) any “hazardous waste,” as that term is defined in the Resource Conservation and Recovery Act of 1976 (42 United States Code Sections 6901-6992k); (c) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (d) petroleum products; (e) radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code Sections 2011-2297g-4; (f) asbestos in any form or condition; and (g) polychlorinated biphenyls (“PCBS”) and substances or compounds containing PCBS.
2.8 Title, Ownership, and Risk of Loss. Unless otherwise stated in the Quotation, title to and ownership of all Material that Customer provides to Red Fox, and the risk of loss or damage to goods, shall transfer to Red Fox upon Red Fox’s actual receipt of the Material in accordance with this Contract.
3. SAMPLING OF MATERIAL.
3.1 Sampling. Unless alternative arrangements have been made in writing, processing of Material will begin upon receipt by Red Fox. The Material will be systematically sampled to create a blended sample representative of the Lot (the ” Sample”). During sampling, all Material will be subject to inspection and visible trash removal before being passed over magnets for the removal of magnetic trash. The Sample is then submitted to Red Fox’s designated laboratory for testing and chemical analysis to determine the particular content, if any, of the Relevant Precious Metals within the Material. It is agreed that this blended Sample (the “Settlement Assay”) will be used to determine the content of Relevant Precious Metals. Red Fox will notify the Customer either verbally or in writing and such amounts in the Settlement Assay will be final and conclusive unless objected to in writing by the Customer within ten days. Weights and Assays are reported on an as-received basis.
3.2 Disposal of Samples. All Samples held at Red Fox will be disposed of 90 days after receipt of Material unless the parties have specifically agreed, in writing, to other arrangements.
4. PROCESSING OF MATERIAL.
4.1 Processing by Third Parties. Customer understands that Red Fox may elect, in its sole discretion, to have Material analyzed and/or processed by a Third-Party Plant or other third-party labs and/or processing facilities of its choosing. Red Fox will use commercially reasonable efforts arrange for such processing to occur in a timely manner. Customer consents to such subcontracting by Red Fox.
4.2 Delays and Return. In the event Red Fox is unable to process or arrange for processing of Material within the time periods contemplated by the Quotation, Red Fox will promptly inform Customer of the issue and seek to make alternate arrangements. In the event Red Fox is unable to process or arrange for processing of Material on commercially reasonable terms, Red Fox reserves the right to transfer title and return the Material at its own expense to Customer and terminate this Contract without penalty.
4.3 Metal Return. The quantity of each Relevant Precious Metal contained in the Material shall be determined by Red Fox based on the Settlement Assay, returnable rate, and any minimum deduction for each of the Relevant Precious Metals (“Returnable Ounces” (troz)), each as provided in the Quotation. Returnable Ounces shall be binding absent manifest error.
4.4 Non-Circumvention. Customer agrees that the identity of any Third-Party Plant or other third-party resources used by Red Fox and made known to Customer in the course of performance of this Contract, as well as the terms of any agreements or methods utilized by Red Fox with such third parties (collectively, “Red Fox Resources”) are confidential and proprietary to Red Fox. Customer agrees not to enter into any direct or indirect business relationship with a third-party made known by Red Fox in a manner that is intended or could reasonably be expected to circumvent or frustrate the purpose of this Contract.
5. PRICING, CHARGES, AND PAYMENT.
5.1 Prices. All pricing for processing and other services provided by Red Fox will be as stated in the Quotation. The price to be paid by Red Fox to Customer for all Relevant Precious Metal in the Material shall be the spot price less any applicable discounts, unless otherwise stated in the Quotation or agreed by Red Fox in advance, and all prices will be determined and paid in U.S. Dollars (the “Strike Price”).
5.2 Settlement. Except as set forth below, at any time after the Returnable Ounces are determined, the Customer may request payment for the Relevant Precious Metals (the “Settlement”). If the Settlement is requested prior to the end of the applicable Settlement Term(s), the Settlement shall include a deduction equal to the applicable Lease Rate for all days remaining on the applicable Lease Term(s) from the date of Settlement. At Settlement, Red Fox shall pay the applicable Strike Price on the date of Settlement for each Relevant Precious Metal, multiplied by the applicable Returnable Ounces for such Relevant Precious Metal, minus all costs, charges, and deductions set forth in this Contract and the Quotation.
5.3 Taxes. Customer shall be responsible for paying any taxes, duties and other levies which are raised on the goods and associated documents on deliveries from abroad within or outside of the United States of America. Customer shall be solely responsible for all taxes arising out of the sale of the Material.
5.4 Payment. Red Fox’s invoices for services under this Contract shall be due on the date that is 60 days following receipt. Red Fox reserves the right to require advance payments or security deposits if commercially reasonable under the circumstances.
6. WARRANTIES AND LIABILITY.
6.1 Warranties of Customer. Customer warrants to Red Fox as follows: (a) to the Customer’s knowledge, the Material does not contain any Hazardous Material; (b) Customer is the sole owner of the Material, free and clear of all liens and encumbrances, and has the full power and authority to deliver the Material to Red Fox; and (c) the provision of the Material to Red Fox does not violate, and would not result in a breach or default of, any applicable law or court order, or any term or provision of any agreement, obligation, or duty to which Customer is a party or is bound.
6.2 Warranties of Red Fox. Red Fox warrants to Customer that, at the time of delivery, the services furnished to the Customer under this Contract will comply in all material respects with the specifications set forth in the Contract. Red Fox’s warranty is limited solely to Customer. EXCEPT AS SET FORTH IN THIS SECTION, RED FOX EXCLUDES ALL REPRESENTATIONS, OBLIGATIONS, AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, GOOD AND WORKMANLIKE PERFORMANCE OR DILIGENCE, OR COMPLIANCE WITH SPECIFICATIONS OR INDUSTRY STANDARDS.
6.3 Indemnification. The Parties agree to RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS the other Party from and against any and all claims, damage, losses and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of or related to the Contract, caused by any negligence, fault, willful misconduct or strict liability (of whatever nature or character) of the Party at fault.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS CONTRACT EXCEED $500,000.
6.4 No Set-Off by Customer. Customer shall not be entitled, and hereby waives its right by law, if any, to set-off any claim or counterclaim for money due, or to become due, to Red Fox, by reason of any claim or counterclaim arising out of this Contract or any other Contract or transaction between Red Fox and Customer, or any other person affiliated with Customer.
6.5 Limitation of Liability. The Parties agree that in no event neither Party shall be liable for any incidental, consequential, indirect, special, or punitive damages or expenses arising out of or in connection with the Contract.
7. GENERAL TERMS.
7.1 Limit on Contest of Measurements. Unless otherwise set forth in this Contract, Customer may not dispute any measurement, count, or weight recorded by Red Fox more than 14 days after Red Fox provides such measurement, count, or weight to Customer.
7.2 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of California, and each party hereby agrees to submit to the exclusive jurisdiction of the courts located in Oakland, Alameda, California for any actions, suits, or proceedings arising out of or relating to this Contract.
7.3 Authority. The person signing this Contract on behalf of the Customer represents and warrants that he or she is authorized to bind the Customer. In the event such authority is ever disputed, (a) Red Fox may terminate this Contract immediately upon written notice to the Customer, and/or (b) the person signing this Contract shall be personally responsible for all sums due to Red Fox under this Contract.
7.4 Attorneys’ Fees. In the event that either Party prevails in any dispute concerning the enforcement, meaning or interpretation of this Contract, then the other party shall pay any and all reasonable costs and expenses incurred by the prevailing party on account of such default and/or in enforcing or establishing its rights hereunder, including but not limited to court costs and reasonable attorneys’ fees and disbursements, whether or not suit is filed.
7.5 Force Majeure. Neither party shall be liable for delay or failure in the performance of any of its obligations under this Contract if and to the extent such delay or failure is due to circumstances beyond the reasonable control of such party, including but not limited to fires, floods, explosions, accidents, pandemics, acts of God, war, riot, strike, lockout or other concerted acts of workers, acts of government and shortages of materials. The party claiming force majeure shall use its commercially reasonable efforts to eliminate or prevent the cause so as to continue performing its obligations under this Contract. During such time that the event of force majeure causes such a delay or failure of performance, this Contract and the parties’ obligations and responsibilities under it shall be deemed suspended until the event of force majeure ceases.
