This Customer Agreement (“Agreement”) is made and entered into by and between Rosland Capital Limited, a company registered in England and Wales (co no: 08895417) with address of Finsgate, 5-7 Cranwood Street, London EC1V 9EE (“Rosland”) and the person(s) or entity identified on the signature of this Agreement (“Customer”).
By signing this Agreement, Customer agrees that the provisions of this Agreement shall apply to all transactions between Customer and Rosland for the purchase, sale and delivery of precious metals, numismatic coins and other products offered by Rosland (collectively, the “Products”).
1. Placing Purchase Orders
1.1 Customer may place an order by telephone for the purchase, sale and delivery of any Products (“Purchase Order”) with a Rosland customer service representative (“Rosland Representative”).
1.2 By placing a Purchase Order, Customer confirms that: (i) Customer is 18 years of age or older; and (ii) Customer is an experienced investor who understands the risks and obligations involved under this Agreement.
1.3 When a Customer places a Purchase Order via the telephone, the Rosland Representative will at the end of that telephone call confirm the details of the Purchase Order and will include the price, quantity, method of payment and delivery and other material terms of the Purchase Order. Telephone conversations may be recorded by Rosland to check any instructions given to Rosland.
1.4 For every Purchase Order, Customer must provide complete and accurate information during the ordering procedure. Information Rosland may require includes: title, first name, surname, phone number, email address, delivery and invoicing address. It is Customer’s responsibility to ensure that the Purchase Order is correct and accurately reflects Customer’s selection. If Customer’s Purchase Order is not correct in any way, Customer must notify the Rosland Representative.
1.5 When Customer submits or places a Purchase Order, Customer is offering to buy the Products at the price set out in the Purchase Order (“Purchase Price”) on the terms and conditions of this Agreement. All Purchase Orders are subject to acceptance by Rosland. Rosland reserves the right to refuse Purchase Orders, acting at its own discretion.
2. Accepting Purchase Orders
2.1 Once Customer has placed a Purchase Order with a Rosland Representative, Rosland will send Customer a written confirmation of its acceptance of the Purchase Order (“Order Acceptance”). Upon issue of an Order Acceptance, there will be a binding agreement between Rosland and Customer subject to and in accordance with this Agreement (“Contract”).
2.2 Rosland checks the prices on its Web Site regularly. However, due to the large number of Products on the Web Site it is possible that despite Rosland’s best efforts, some of the pricing and other information shown for certain Products is incorrect. If, following the telephone call but prior to issuing an Order Acceptance, Rosland discovers that the price for Products stated in a Purchase Order has changed, Rosland will contact Customer and ask Customer to confirm whether it wishes to proceed on the revised price. If Customer does wish to proceed on the revised price, the Purchase Order shall be amended accordingly.
2.3 If, following the telephone call but prior to issuing an Order Acceptance, the Products stated in Customer’s Purchase Order are no longer available, Rosland may offer Customer substituted products of a similar nature and quality. Again, in this case, Rosland will contact Customer and ask Customer to confirm whether it wishes to proceed on the revised basis. If Customer does wish to proceed on the revised basis, the Purchase Order shall be amended accordingly.
2.4 In both situations, if Customer confirms that it does wish to proceed with the Purchase Order, Rosland will still not be under an obligation to supply the Products to Customer until Rosland has sent Customer an Order Acceptance. Except as stated in this Agreement, Rosland will have no responsibility to Customer where a Product is no longer available or there is a change in price in respect of the Product.
2.5 If any of the Products stated in a Purchase Order are unavailable, Rosland will refund any amounts paid by the Customer relating to the unavailable Products.
3.1 Customer must pay to Rosland via one of its accepted payment methods the Purchase Price of any: a) proof, semi-numismatic or numismatic coins, within ten (10) business days of receipt of an Order Acceptance; b) bullion, on or before the date on which the Order Acceptance is received, (in either case, the “Payment Period”).
3.2 Accepted methods of payment include personal cheque, credit card or bank wire (except that any payments for bullion shall be made by cheque or bank wire only).
3.3 Failure to pay the Purchase Price within the Payment Period shall constitute a default by Customer. Upon such default, Rosland will be relieved of all its obligations under the Purchase Order and may at its discretion recover from Customer: a) the difference between the Purchase Price agreed to by Customer for the Products and Rosland’s actual resale price for the Products at the time of default (“Actual Resale Price”) (where the Actual Resale Price is lower that the Purchase Price) less any difference between the price paid by Rosland to a third party for the Product and the Actual Resale Price (if the price paid by Rosland for a Product is lower than the Actual Resale Price); and b) a four percent (4%) cancellation fee.
3.4 All shipping, handling, storage, delivery, taxes, assessments and other fees imposed on transactions involving the Products will vary depending on the weight, value, destination and method of shipment of the Products and shall be made clear to Customer at the time of purchase.
3.5 The Purchase Price specified in a Purchase Order shall include, without limitation, all shipping, handling, storage, delivery, taxes, assessments and other fees imposed on transactions involving the Products.
3.6 All amounts stated in a Purchase Order are in UK£ Sterling, and all payments made by Customer to Rosland under a Purchase Order must be in UK£ Sterling.
4.1 Rosland will arrange for delivery of the Products with its chosen delivery partner. Rosland aims to ship the Products to Customer, or Customer’s appointed agent or designee, in accordance with the terms of the applicable Purchase Order, within ten (10) business days (or such lesser period as required by law) of receiving the full Purchase Price. However, Rosland cannot guarantee delivery on a specific date.
4.2 Title to the Products purchased by Customer and risk of loss thereto shall pass to Customer upon Customer’s, or Customer’s appointed agent’s or designee’s, actual receipt of the Products.
4.3 Customer shall be responsible for all shipping and handling charges incurred in connection with the delivery of the Products which shall be included as part of the Purchase Price.
4.4 Customer must check all package content on receipt of delivery. If Products that are the subject of a Purchase Order are damaged or missing on delivery, Customer must contact Rosland immediately and in any event within three (3) working days to report the incident. Customer must retain all packaging and paperwork in respect of the damaged or missing Products and shall provide all such co-operation and assistance to Rosland during any investigation into the damaged or missing Products. Deliveries with opened or significantly damaged packaging should be refused and, subject to investigation on return to Rosland, Customer may be liable for any delivery cost of returning the package.
4.5 Customer must ensure that parcel delivery arrangements are in place to accept and receive Products at the nominated delivery address. Rosland shall not be responsible for the loss or damage to Products following delivery where someone other than the stated addressee signs for and accepts receipt of the Products.
5. Buy-Back Policy and Customer Service
If in the future Customer decides that it would like to sell any precious metal or numismatic coin products purchased from Rosland, as a service to Rosland’s customers, Rosland will provide Customers the opportunity to sell such products back to Rosland at Rosland’s current bid price for such products on the day the sale to Rosland is completed. Due to market conditions and other factors, Customer may receive less than what Customer originally paid. Rosland’s buy-back policy is a voluntary service to its customers and is subject to withdrawal or change without notice. Rosland may also purchase products not originally sold by Rosland; however, such purchases are subject to additional fees and/or commissions at Rosland’s current bid price. Rosland maintains a dedicated customer service department that handles all customer services, including liquidation requests, refund requests and complaints. Rosland’s Chief Compliance Officer can be reached by phone at 0800-902-0000 or by email at email@example.com.
6. Refunds and Returns
Undamaged or unused proof, semi-numismatic or numismatic coin Products
6.1 Customer may return, and receive a refund of the Purchase Price of, any undamaged and unused proof, semi-numismatic or numismatic coin Products provided, however, that Rosland receives written notice of Customer’s intention to return the relevant Products within fourteen (14) working days of the date that Customer receives the Products. Customer’s “receipt” of the Products is deemed to occur at 00:00 on the day after: (a) the date that Customer receives actual possession of the Products; or (b) the date that Customer receives written confirmation from Rosland that the Products have been deposited on Customer’s behalf in an independent depository, whichever is the earlier. Customer may but is not obliged to notify Rosland of its intention to return the relevant Products by using the “Model Cancelation Form” set out in Schedule 1.
6.2 If, following inspection of the Products, Rosland determines that a refund is payable in respect of the returned Products, it shall issue a refund to Customer of all amounts paid, including the costs of outbound delivery (except for the supplementary costs arising if Customer chooses a type of delivery other than the least expensive type of standard delivery offered by Rosland), within fourteen (14) days of the date on which the relevant Products were returned to Rosland, or if earlier, the date on which Customer provides evidence to Rosland that the relevant Products have been returned. If the returned Products have been handled beyond what is necessary to establish the nature, characteristics or functionality of the relevant Products, Rosland may make a deduction for use up to the Purchase Price in respect of each returned Product.
6.3 Subject to clause 6.5, no refunds will be offered for bullion, whether in bar, coin, or other form.
6.4 Customer shall be responsible for returning the Products at its own cost to Rosland at the address stated at the bottom of this agreement or such other address as Rosland may notify Customer, without undue delay and in any event within fourteen (14) days of the date that Customer notified Rosland of its intention to return the Products.
6.5 As a consumer, Customer has legal rights in relation to Products that are faulty or not as described. Advice about Customer’s legal rights is available from Customer’s local Citizen’s Advice Bureau or Trading Standards office. Nothing in this Agreement will affect these legal rights.
7.1 At Customer’s request, Rosland will arrange the storage of the Products with independent depositories recommended to Customer by Rosland. The Products may be stored on a non-segregated, bulk basis. Customer acknowledges that in the absence of any express written agreement with Rosland to the contrary, Customer is only entitled to receive Products of the same quantity, grade and type specified in the applicable Purchase Order and not any specific precious metal, numismatic coin or other product offered by Rosland.
7.2 Customer acknowledges that if it chooses to store Products with an independent depository recommended by Rosland, it does so at its own risk. Accordingly, Rosland accepts no liability, except to the extent caused by its own negligence, for any loss of or damage to Products stored at an independent depository.
7.3 Customer shall be responsible for paying any storage fees directly to the depository.
7.4 Customer acknowledges that Customer may not be able to grant or permit to exist any right for a third party to withhold or dispose of the Products stored an independent depository due to the fact that the Products will be stored on a non-segregated basis.
The prices quoted by Rosland for the Products are established by Rosland upon its analysis of each Product and may change many times during the day. The prices quoted by Rosland for the Products are not tied to prices quoted by any other organisation and there are no established daily limits on the amount those prices may change. Rosland reserves the right to increase or decrease its prices at its sole discretion at any time. Customer is encouraged to compare Rosland’s prices with those offered by other dealers.
9. Classifications and Graded Coins
Rosland’s classification of a particular Product as bullion, numismatic, or semi-numismatic expresses Rosland’s opinion and other precious metal dealers or investors may classify the same Product differently. The classification of a particular Product depends on a number of objective and subjective factors and any classification may change over time. Rosland’s spread and prices are based on Rosland’s classification determinations. Bullion may be in bar or coin form, and its value primarily depends on its precious metal content. Its value fluctuates with the “spot price” of the precious metal, which is its current market price. Numismatic coins are coins whose value primarily depends on factors such as demand, scarcity, dates, condition and grades, and less so on precious metal content, which may be only 90% pure. Semi-numismatic coins are coins that have some bullion value and thus their value may fluctuate with the spot price of the precious metal they contain, as well as other factors such as supply and demand. Products that have lower precious metal content, such as numismatics, will have a lower “melt value”, which is the value of a coin or bar determined by multiplying its precious metal content by its spot price. For example, if the spot price of gold is £1,000 per ounce, a coin containing one ounce of gold has a melt value of £1,000. Graded Coins Rosland specialises in graded coins rather than ungraded coins. Ungraded coins are typically subject to the elements and/or damage and carry no guarantee of grade and/or condition. Graded coins on the other hand are certified by a professional grading company with a recognised grade on a scale between 1 and 70. Once a coin is in its sonically-sealed, tamper-proof protective capsule it cannot be accessed again, thus keeping the coin at its certified grade indefinitely. As a result, graded coins are typically more expensive than ungraded coins. Rosland typically sells coins which have been certified and graded by the industry-standard grading services, NGC (Numismatic Guaranty Corporation) and PCGS (Professional Coin Grading Service). As the prices of graded coins are typically established by precious metals dealers utilising the aforementioned factors, as well as then current market conditions, the prices of graded coins sold by Rosland will be subject to fluctuations due to supply and demand that are beyond Rosland’s control.
All prices for Products are exclusive of any sales, use or other tax or duty applicable to transactions involving the Products.
11. Electronic Recordation
Customer acknowledges and agrees that Rosland may choose, in its sole discretion, to monitor or record Customer’s telephone conversations with any Rosland Representative. Unless otherwise specifically agreed to by Rosland in writing, Rosland does not consent to the recording of telephone conversations with any Rosland Representative by Customer or any third party. Customer acknowledges that Rosland will not record all telephone conversations and that Rosland does not guarantee that any recordings of any particular telephone conversation will be retained or are capable of being retrieved.
12.1 Customer acknowledges that Rosland is a dealer in precious metals, numismatic coins and other related products. Customer further acknowledges that Rosland is not an exchange or brokerage house and that neither Rosland nor any Rosland Representative acts as an agent or fiduciary for any of Rosland’s Customers.
12.2 Customer acknowledges that investments in the Products involve substantial risks. Market prices are volatile and unpredictable and may be affected by a variety of factors, including, without limitation, general economic conditions, political events, mon¬etary policies of various countries, and fluctuations in production and demand. It is impossible to forecast accurately how or to what degree the foregoing or other factors will affect market prices. What is suitable for one customer may not be suitable for other customers with the same financial means.
12.3 Customer acknowledges that investment in the Products is speculative, volatile and prices may rise and fall over time. Customer acknowledges that profit can only be made if prices for the Products rise in an amount over the Purchase Price paid by Customer for the Products and that Customer may still incur a loss despite favourable price movements.
12.4 Customer acknowledges that Customer is financially able to enter into transactions which are contemplated by this Agreement and is sensitive to and able to accept the risks and to meet the financial commitments being made under this Agreement.
12.5 Customer acknowledges that grades and descriptions of Products are opinions and not statements of fact, and are based on standards and interpretations that change over time. Rosland uses contemporary grading standards and inter¬pretations to grade its Products or relies upon the opinions of third party grading services. Customer acknowledges that Rosland does not guarantee that its Products will achieve the same grades from any third party grading service in the future.
12.6 Customer acknowledges that Customer is responsible for all purchases made on Customer’s account. If Customer believes that a Purchase Order has been entered into for Customer’s account without Customer’s authorisation, Customer shall immediately notify Rosland’s Compliance Department at: firstname.lastname@example.org. Customer further acknowledges that if Customer fails to make the required notification within ten (10) business days following the date on which the event first became known to Customer, Customer waives all rights to contest such matter.
12.7 If Customer believes that any Rosland Representative has made a verbal or written representation that is inconsistent with the terms or risks set forth herein or is unprofessional or offensive in nature, Customer will notify Rosland’s Compliance Department immediately.
12.8 Rosland Representatives may from time to time discuss the general direction of various financial markets. Customer acknowledges that Rosland Representatives cannot guarantee any market movement. Customer further acknowledges that Rosland Representatives are not licensed as investment advisors and are not making any specific recommendations concerning any forms of investment. Rosland and the Rosland Representatives are not agents for Customer, have different financial interests and incentives from Customer and owe no fiduciary duty to Customer. Rosland Representatives are commissioned salespersons whose commissions are greatest on numismatic and semi-numismatic items and least on bullion. Customer acknowledges that Rosland believes coins and bullion are appropriate for 5% to 20% of a portfolio, although certain individuals or organisations might recommend a different percentage. Customer agrees to independently determine what percentage is appropriate for Customer based upon Customer’s individual circumstance.
12.9 Customer acknowledges that Customer has conducted and will conduct Customer’s own research and analysis regarding the Products that Customer may purchase from Rosland and Customer will not rely upon any statements made by a Rosland Representative concerning the future value of the Products that Customer may purchase from Rosland.
12.11 Customer acknowledges that Customer has read Rosland’s brochure, which provides additional information about pricing as well as information about the risks of buying and selling precious metals and rare coins. This brochure is updated periodically and it is Customer’s responsibility to remain up to date by requesting a copy of the most recent version via the Web Site.
12.12 Customer acknowledges that Rosland may provide information about companies which provide trustee and custodian services for Self Invested Pension Plans (“SIPP”) as a convenience to its customers. Customer further acknowledges that Rosland is independent from and not affiliated with any of the companies which may provide those services. It is Customer’s responsibility to independently select the SIPP service company suitable for Customer. Rosland shall have no liability or responsibility for any loss or damage resulting from Customer’s dealings with any SIPP service company.
13. Exclusion and Limitations
13.1 Rosland shall not be liable, howsoever caused, under or in connection with this Agreement, for any: (i) loss of profits, sales, business or revenue; (ii) loss of data; (iii) business interruption; (iv) loss of anticipated savings; (v) loss of business opportunity, goodwill or reputation or (vi) indirect, special incidental or consequential loss or damage arising out of, relating to or connected with Rosland’s failure to comply with this Agreement.
13.2 Nothing in this Agreement is intended to exclude or limit in any way Rosland’s liability: (a) for death or personal injury caused by Rosland’s negligence; (b) under section 2(3) of the Consumer Protection Act 1987; (c) for fraud or fraudulent misrepresentation; or (d) any matter for which it would be illegal for Rosland to exclude or to attempt to exclude or liability.
13.3 Rosland will not be responsible for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused by fire, flood, earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist threats, riots, civil disorders, rebellions or revolutions; strikes, lockouts or labour disputes; governmental actions, suspensions of commodity exchanges, or the failure or delay of Rosland’s suppliers; or any other similar cause beyond the reasonable control of Rosland.
13.4 Nothing in this Agreement is intended to affect Customer’s legal rights.
14. Governing law/Disputes
This Agreement are governed by the laws of England. Rosland will try and solve any disagreements quickly and efficiently. If Customer is not happy with the way Rosland deals with any disagreement and wishes to take court proceedings, Customer must do so within the United Kingdom.
15. Right to Vary
Rosland has the right to revise and amend this Agreement from time to time. Customer will be subject to the policies and terms and conditions in force at the time of Customer’s Purchase Order, unless any change to this Agreement is required to be made by law or governmental authority, or Rosland will notify Customer of any changes to this Agreement before its sends Customer an Order Acceptance.
16.1 Customer expressly authorises Rosland to contact Customer at the telephone numbers provided in this Agreement regardless of whether these numbers are listed on any governmental Do Not Call list. If Customer requests that Rosland no longer contact Customer, Rosland will promptly place Customer on Rosland’s Do Not Call list.
16.2 Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without Rosland’s written consent. Rosland may freely assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without notice to Customer.
16.3 All communications shall be sent to Rosland Capital Limited at Finsgate, 5-7 Cranwood, London, EC1V 9EE and to Customer at the address set forth on the Purchase Order or such other address subsequently provided to Rosland by Customer in writing. All communications given by Rosland to Customer by mail shall be effective forty-eight (48) hours after deposit in the Royal Mail, postage prepaid, or upon receipt, whichever is earlier; if hand delivered, when delivered to Customer’s address; if telephonic, at the time of such phone conversation or facsimile transmission; or if by email, on the day of such transmission.
16.4 Each of the clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 If Rosland fails to insist that Customer performs any of its obligations under this Agreement, or if Rosland does not enforce its rights against Customer, or if Rosland delays in doing so, that will not mean that Rosland has waived its rights against Customer and will not mean that Customer does not have to comply with those obligations. If Rosland does waive a default by Customer, it will do so in writing, and that will not mean that Rosland will automatically waive any later default by Customer.
16.6 Any Contract is between Rosland and the relevant Customer. No other person shall have any rights to enforce any of its terms.
17. Contact Details
If Customer has any queries in respect of the Products or this Agreement, Customer may contact Rosland by email at email@example.com, by phone on 0800-902-0000 or by post at Finsgate, 5-7 Cranwood Street, London EC1V 9EE.
The parties have indicated their acceptance of the terms and conditions of this Agreement by signing it.
Signed by: ________________________________ Date: _____________________________
Signed by: ________________________________
For and on behalf of Rosland Capital Limited
Name: ___________________________________ Date: ______________________________