Governing Document
Private Purchase & Repurchase Agreement
Sale with Option to Repurchase — Gold, Diamonds, Fine Watches & Luxury Handbags. This is the full template agreement members review and sign during registration. Browse by article using the index at left.
Article 1 — Private Association
- Formation of Association. By executing the Agreement, Seller and H2H Special Depository Trust Company form a private association of two parties (the “Association”) organized exclusively for the private contractual purpose described herein.
- Private Capacity. The Parties contract with one another in their private capacity, as members of the Association, not as participants in a public market, public auction, or open commercial exchange.
- Membership Confined to the Parties. Membership in the Association is strictly limited to Seller and H2H.
- Private Ordering as the Governing Framework. The Association’s relationship is governed entirely by the private agreement of its members, particularly Article 10, rather than by any public regulatory scheme.
- Internal, Non-Public Relations. The affairs of the Association are private and internal to its members, and protected from third-party disclosure under Article 11.
- No Partnership or Joint Venture. Nothing in this Article creates a partnership, joint venture, trust (other than H2H’s role as depository for the Asset), agency, or fiduciary relationship.
- Dissolution of the Association. The Association dissolves automatically upon Seller’s valid exercise of the Option, lapse of the Option, or mutual written agreement to terminate.
Article 2 — Recitals & Purpose
- Seller is the sole, lawful, and unencumbered owner of the asset(s) described in Article 3, and has full right, title, and authority to sell, pledge, and transfer the Asset free of any lien, claim, or third-party right.
- Seller wishes to sell the Asset to H2H for the Purchase Price set out in Article 4, retaining a contractual option to repurchase within the Option Period defined in Article 5.
- H2H agrees to purchase the Asset and hold it as depository and bailee during the Option Period, and to resell it to Seller upon timely exercise of the repurchase option.
- The Agreement is a private contractual arrangement (“private ordering”) and is not made through any public pawnbroking, consumer-credit, or exchange-traded facility, except where mandatorily applicable.
- The purchase and the repurchase option are interdependent, and neither survives without reference to the other.
Article 3 — Description of the Asset
The Agreement covers one or more of the following categories of collateral:
- —Gold & Precious Metals — form, purity/fineness, gross weight, net fine weight, hallmark/assay stamp.
- —Diamonds & Fine Stones — carat weight, cut, color grade, clarity grade, certifying laboratory report number.
- —Luxury Watches — brand and model, reference number, serial/movement number, year of manufacture, box and papers.
- —Luxury Handbags — brand and model/line, material/skin type, hardware finish, serial/date code, authenticity card, box and dust bag.
- The Agreed Baseline Value is appraised and accepted by both Parties on the Effective Date, evidenced by the independent appraisal attached as Schedule A.
- Seller represents the Asset is authentic and delivered in the condition recorded in the joint condition report attached as Schedule B.
- H2H or its designated appraiser may independently inspect, weigh, test, and verify authenticity prior to or upon delivery.
Article 4 — Purchase Price & Transfer
- H2H pays Seller the agreed Purchase Price using a payment method selected under Article 15, within the agreed number of business days of the Effective Date.
- Upon receipt of the Purchase Price, Seller transfers full legal and beneficial title to the Asset to H2H, subject only to Seller’s repurchase option under Article 5.
- H2H issues Seller a signed receipt confirming delivery of the Asset and payment of the Purchase Price (Schedule C).
- Risk of loss or damage to the Asset passes to H2H upon delivery, subject to the safekeeping and insurance obligations in Article 7.
Article 5 — Repurchase Option
- Seller has the exclusive, personal option (the “Option”) to repurchase the Asset by giving written notice to H2H and paying the full Repurchase Amount before expiry of the Option Period.
- The Option Period is a negotiated term beginning on the Effective Date and ending on an agreed date, extendable only by mutual written agreement.
- Seller must deliver written notice of intent to exercise within an agreed number of days before the end of the Option Period.
- Time is of the essence. If Seller does not exercise and tender the full Repurchase Amount within the Option Period, the Option lapses automatically and Article 8 applies.
- The Option is personal to Seller and may not be assigned or exercised by a third party without H2H’s prior written consent.
Article 6 — Repurchase Amount & Scalable Interest
The Repurchase Amount equals the Purchase Price plus interest accrued on a scalable, tiered basis — the applicable rate increases the longer the Option remains unexercised — plus any unpaid Carrying Costs under Article 7.
- —Tier 1 (early period): lowest contractual rate.
- —Tier 2 (mid period): intermediate rate.
- —Tier 3 (extended period): highest contractual rate prior to lapse.
- Interest accrues daily or monthly from the Effective Date and is calculated cumulatively as each tier threshold is crossed.
- All interest rates are fixed at signing and cannot be altered unilaterally; changes require a signed written amendment under Article 18.
- Where applicable law caps interest or recharacterizes the arrangement as a secured loan, the rate is automatically reduced to the maximum lawful rate, with the balance of the Agreement remaining in force.
- Early repurchase calculates interest only to the actual repurchase date, subject to any agreed minimum-interest floor.
- Where the Repurchase Amount is tendered in a digital asset under Article 15, accrued interest is calculated on the fiat-denominated Repurchase Amount and converted at the Conversion Rate defined in Article 15.4 as of the date of tender.
Article 7 — Safekeeping, Bailment & Carrying Costs
During the Option Period, H2H holds the Asset as both owner (subject to the Option) and depository/bailee, and shall:
- —store the Asset in a secure, insured facility appropriate to its value and category;
- —not pledge, encumber, lend, exhibit, or alter the Asset inconsistently with prompt return;
- —maintain the Asset in the condition recorded in Schedule B, ordinary wear excepted;
- —permit Seller, on reasonable notice, to inspect the Asset.
H2H may charge reasonable, pre-disclosed carrying costs (insurance, secure storage, certification re-verification), added to the Repurchase Amount if unpaid. The Asset is insured for no less than the Appraised Value for the duration of the Option Period.
Article 8 — Expiry of Option; Default & Forfeiture
- If Seller fails to give timely notice or tender the full Repurchase Amount within the Option Period, the Option lapses automatically and H2H’s title becomes absolute and unconditional.
- Forfeiture is the Parties’ agreed and exclusive remedy for non-exercise, and is not a penalty — it reflects the bargained-for structure of a sale-with-option transaction rather than a security interest, except where mandatorily characterized otherwise by law.
- H2H provides one written reminder notice before expiry; failure to send a reminder does not extend the Option Period or revive a lapsed Option.
- Upon lapse, H2H may sell, retain, or dispose of the Asset at its sole discretion, without further accounting to Seller, save for any surplus expressly agreed at signing.
- A digital asset payment under Article 15 that fails to settle on-chain before expiry of the Option Period does not extend the Option Period and is treated as a non-payment for purposes of this Article.
Article 9 — Representations & Warranties of Seller
Seller represents and warrants that Seller is the sole legal and beneficial owner; the Asset is free of liens and encumbrances; the Asset is authentic and accurately described; the Asset was not acquired through unlawful means; and Seller is not under duress or legal incapacity. Seller indemnifies H2H against breach of these representations under Article 12.
Article 10 — Private Ordering
The Agreement is a privately negotiated contract between the members of the Association. The Parties elect to order their relationship by private agreement to the fullest extent permitted by law. Nothing here excuses compliance with mandatory laws (anti-money-laundering, pawnbroking-licensing, consumer-protection, sanctions, virtual-asset-service-provider, or usury laws) that cannot be waived — where such laws apply, the Agreement is read subject to them, including as to the payment and settlement methods available under Article 15.
Article 11 — Confidentiality & Non-Disclosure
Each Party keeps strictly confidential the existence and contents of the Agreement, the existence and membership of the Association, the identity of the other Party, the description and value of the Asset, and the payment and settlement details exchanged under Article 15 (including wallet addresses and account details). Disclosure is permitted only to professional advisors under equivalent confidentiality, to payment processors or custodians strictly as needed to execute a payment, where compelled by law, or to the arbitral tribunal. This obligation survives indefinitely and a breach may be restrained by injunctive relief.
Article 12 — Indemnification in Favor of H2H (Depository & Bailee)
Seller defends, indemnifies, and holds harmless H2H against claims arising from breach of Seller’s representations, third-party ownership claims, claims that the Asset is counterfeit or stolen, allegations that H2H’s lawful possession or disposal of the Asset infringes third-party rights, or claims arising from Seller’s provision of an incorrect or unauthorized destination account, card, or digital-wallet address under Article 15. This indemnity does not cover H2H’s own gross negligence, willful misconduct, or fraud, and survives termination of the Agreement.
Article 13 — Limitation of Liability
Except for gross negligence, willful misconduct, fraud, or Seller’s indemnification obligations, neither Party is liable for indirect or consequential damages. H2H’s liability for loss of the Asset while in custody is capped at the Appraised Value, less sums owed to H2H. H2H is not liable for losses caused by digital-asset price volatility between the time a Conversion Rate is fixed under Article 15.4 and the time a transaction settles on-chain, nor for delay or failure of a third-party payment processor, bank, or blockchain network outside H2H’s reasonable control.
Article 14 — Dispute Resolution; Binding Arbitration
Any dispute arising out of or relating to the Agreement or the Association — including any dispute over a payment, conversion rate, or settlement under Article 15 — is resolved exclusively by final and binding private arbitration, not by litigation, except to compel arbitration, enforce an award, or obtain emergency relief to preserve the Asset. The administering institution, seat, language, and number of arbitrators are fixed at signing. Arbitration proceedings, filings, and the award are Confidential Information under Article 11.
Article 15 — Payment & Settlement Methods
This Article governs how the Purchase Price, the Repurchase Amount, and any Carrying Costs may be paid between the Parties. It supplements, and does not override, Article 4 (Purchase Price & Transfer) and Article 6 (Repurchase Amount & Scalable Interest).
Subject to H2H’s then-current onboarding and compliance checks, sums due under the Agreement may be paid, at the paying Party’s election and H2H’s acceptance, by any one or more of the following methods, as specified on the Payment Election attached as Schedule D:
- —Domestic / international wire transfer to the receiving Party’s designated bank account.
- —Certified funds (cashier’s check, bank draft, or equivalent instrument).
- —ACH or other domestic clearing transfer, where available in the relevant jurisdiction.
- —Card-based payment processed through H2H’s designated third-party payment processor, where offered, subject to processor fees disclosed before payment.
- —Digital asset transfer (“Crypto Payment”) in a Supported Digital Asset under Article 15.3, sent to a wallet address designated in writing by the receiving Party.
- —Any other method the Parties agree to in writing and append as an amendment to Schedule D.
- A payment is deemed made only upon final, irrevocable receipt of cleared funds (or, for a Crypto Payment, the confirmations specified in Article 15.3.3) in the receiving Party’s designated account or wallet — not upon initiation, submission, or broadcast of the transfer.
- The paying Party bears all fees charged by its own bank, card issuer, payment processor, or blockchain network to originate a payment, unless the Parties agree otherwise in writing.
- H2H may decline, delay, or reverse acceptance of any payment method if required by its compliance program, by its payment processor’s or banking partner’s policies, or by applicable law, and will notify Seller promptly if it does so.
- Each Party is solely responsible for the accuracy of the account, card, or wallet details it provides; neither Party is liable for funds sent to a destination that was incorrectly supplied by the other Party.
- Supported Digital Assets. H2H may accept and/or remit payment in the digital assets it designates from time to time (for example, BTC, ETH, or a major USD-referenced stablecoin), as confirmed in writing for the specific transaction. Availability may vary by member jurisdiction and is subject to change.
- Wallet Designation. Each Party shall designate its receiving wallet address in writing. H2H is not obligated to send or treat as received any transfer to an address that was not designated in writing for that specific payment.
- Finality. A Crypto Payment is treated as received only once it has reached the number of block confirmations that H2H’s then-current policy specifies for that digital asset, and is otherwise irreversible, non-recallable, and made entirely at the sending Party’s risk as to network fees, congestion, and finality.
- No Investment Advice; No Custody Outside This Transaction. H2H does not provide investment, trading, or custodial wallet services with respect to any digital asset except as strictly necessary to receive or remit a payment under this Article.
- Compliance. Each Party shall provide any source-of-funds, source-of-wealth, or wallet-attestation information reasonably requested by H2H’s compliance program before a Crypto Payment is accepted.
- All sums due under the Agreement (the Purchase Price, the Repurchase Amount, Carrying Costs, and any Appraised Value) are denominated in the fiat currency specified in the Agreement (the “Reference Currency”), regardless of the payment method used to settle them.
- Where a Party elects to pay or receive in a Supported Digital Asset, the amount required is calculated by converting the Reference Currency sum at the spot reference rate published by the index source designated in Schedule D as of the date and time the conversion is locked (the “Conversion Rate”), plus or minus any spread disclosed in Schedule D.
- Once a Conversion Rate is locked and confirmed in writing for a specific payment, it is fixed for that payment notwithstanding subsequent market movement; a Party that fails to complete the transfer within the rate-lock window specified in Schedule D must obtain a new Conversion Rate.
- Neither Party owes the other any make-whole payment, true-up, or additional interest solely on account of digital-asset price movement between the Conversion Rate lock and on-chain settlement, except as the Parties otherwise agree in writing.
For every payment made under this Article, the receiving Party issues a written receipt identifying the amount in the Reference Currency, the payment method used, the Conversion Rate applied (if any), and, for a Crypto Payment, the transaction hash and the block-confirmation count relied upon. Receipts are appended to Schedule C and are Confidential Information under Article 11.
Article 16 — Governing Law
The Agreement is governed by the laws of the jurisdiction specified at signing, without regard to conflict-of-laws principles, except where mandatorily displaced under Article 10.
Article 17 — Severability; Survival
Invalid or unenforceable provisions are modified to the minimum extent necessary or severed, with the remainder continuing in force. Articles 1, 11, 12, 13, 14, and 15.3–15.4 survive expiry, exercise, or lapse of the Option and any termination of the Agreement.
Article 18 — General Provisions
The Agreement, with its Schedules, is the entire understanding between the Parties and may be amended only in writing. Neither Party may assign its rights without consent, except H2H may assign to an affiliate or successor depository. Notices are in writing to the addresses on file. The Agreement may be executed in counterparts, including electronically.
Schedules A–D
Schedule A — Independent Appraisal / Certification
The original or certified copy of the grading report, hallmark certificate, or independent appraisal, identifying the issuing body, report number, date of issue, and appraiser’s signature.
Schedule B — Joint Condition Report
Dated photographs and a written description of the Asset’s condition at delivery, signed by both Parties, including pre-existing wear or imperfections.
Schedule C — Receipt of Delivery & Payment
The signed receipt confirming the date of delivery of the Asset to H2H and the date, method, and (where applicable) Conversion Rate and transaction hash for payment of the Purchase Price to Seller.
Schedule D — Payment Election & Digital Asset Terms
The Party-selected payment method(s) under Article 15.1; designated bank, card-processor, or wallet details; the Supported Digital Assets accepted for this Agreement; the index source and spread used to set the Conversion Rate; and the rate-lock window applicable to digital-asset payments.
Execution
IN WITNESS WHEREOF, the Parties execute this Agreement as of the dates set forth below, intending to be legally bound.