Shipping & Account Agreement
Unless otherwise provided in Section 13(ii) below, you (Client) and Safeguard Metals LLC. (Safeguard) each agree that the terms of this Agreement shall govern all transactions (including possible future transactions) between the parties hereto that involve Precious Metals (as defined in Section 1 below).
1. Payment for Items Purchased. Within one (1) business day of Client’s placement of any order with Safeguard for Precious Metals, Client must deliver funds (“Purchase Funds”) adequate to cover all such items purchased. Purchase Funds may be delivered to Safeguard by wire transfer, personal check or cashiers’ check. All payments should be made payable to Safeguard Metals. If Client fails to provide the Purchase Funds within three (3) business days of Client’s placement of the order,Safeguard may exercise the rights set forth inSection 3 below.Please note that all sales underthisAgreement are final, which means that any purchased items cannot be exchanged or returned for a refund except to the limited extent permitted under Safeguard’s Refund Policy set forth in Section 11 below. The term “Precious Metals” as used in this Agreement means any precious metal, in any form, that is the subject of a transaction between Safeguard and Client,and shall include, but is not limited to, bullion bars and coins, semi-Numismatic coins and bars, and Numismatic coins and bars. The term “business day” shall mean a day other than a Saturday or Sunday or a day on which banks in the State of California are authorized or required by law to close.
2. Delivery of Items Purchased; Lost or Undelivered Orders. Safeguard shall deliver the Precious Metals specified in, and purchased by, Client’s order to a suitable delivery service for delivery to Client after Safeguard verifies that the Purchase Funds provided have been processed and cleared. For payments by personal check, it may take up to ten (10) business days to so verify the Purchase Funds. Unless otherwise specified in writing at the time of Client’s order, Safeguard shall cause all items of Precious Metals so purchased and paid for to be delivered to Client’s address as set forth above. Safeguard alone shall determine the appropriate means of delivery to Client of Precious Metals purchased, but Safeguard shall only use reputable, nationally recognized delivery services to deliver the Precious Metals. If any items ordered by Client are lost prior to delivery or not received by Client, then Client must immediately notify Safeguard, in writing. Notice of any such alleged lost or non-delivered items should be sent to: Safeguard Metals LLC., Attention: Client Service, 21550 Oxnard St., 3rd Floor, Woodland Hills Ca 91367. If Safeguard verifies through its delivery service that Client’s Precious Metal items were lost prior to delivery or never delivered, Safeguard shall, within sixty (60) days of such verification, in its sole discretion, either refund to Client the full purchase price for such lost or undelivered Precious Metal items or replace such items with other Precious Metals of the same denomination/type and grade. Safeguard assumes no responsibility for any order of Precious Metals that are lost after delivery to Client. Safeguard assumes no risk of loss for any Precious Metal items purchased from a Clientuntil suchitemsaredelivered to,and accepted by,an authorized representative of Safeguard.
3. Client’s Failure toPerform and IRAProcessing Fee. If Clientrefuses to accept delivery ofPrecious Metals ordered orfails to make payment when due as provided in this Agreement, Safeguard in its sole discretion, may cancel the transaction and resell such Precious Metals on a wholesale basis. If the proceeds from such resale are less than the purchase price Client agreed to pay under this Agreement, Safeguard shall be entitled to recover from Client the difference between the resale price and such purchase price, plus any incidental damages arising from or due to such breach by Client. If the proceeds from such resale are more than the purchase price, Safeguard shall be entitled to keep the excess amount as liquidated damages given that the amount of actual damages under such circumstances would be too speculative to calculate. Safeguard will charge a Gold IRA Rollover processing fee if Client either cancels or does not place metals order with Safeguard after the account is established. The fee is $250 or 0.50% of transferred funds, whicheveris greater. This fee is to cover costs of services rendered and will be deducted from the funds received from the custodian on Client’s behalf.
4. Client Assumes Investment Risk; Investment Decisions, Account Executives; Related Matters. Client acknowledges that purchases and sales of Precious Metals involve considerable risk. Market prices are at times volatile and may be affected by a variety of factors including, among others, general economic conditions, political events, monetary policies of various countries, fluctuations in production and demand, stock-piles, speculative activity and the degree of concern peoplehaveaboutthesematters.It isimpossible to forecastaccuratelyhowortowhatdegree these or other factors will affect prices.Client acknowledges and agrees that Client assumes the risk of all investment decisions regarding any and all Precious Metals the Client purchases from Safeguard and Safeguard makes no guarantee or representation regarding Client’s ability to profit (or avoid loss) from any purchase or any representation regarding any tax implications of any purchase and the decision to purchase or sell Precious Metals. Any purchases from Safeguard are made subject to Client’s own prudence, judgment and ultimate decision. Client expressly acknowledges and agrees to hold Safeguard harmless for any damages arising out of the performance by Safeguard of this Agreement. And client understands that past performance cannot be an indicative of future results. Safeguard does not provide tax, investment, or legal advice or advisory services, and no one associated with Safeguard is authorized to provide any such advice or services. Any written or oral statements by Safeguard, its officers, agents, account executives, or other representatives relating to future events or the attributes of certain Precious Metals are opinions only.
Such statements, if any, are not representations of fact. Client also acknowledges that the spot prices of precious metals do not necessarily move in tandem with the products the Client purchases. That means that the spot price and the liquidation value of the Precious Metals purchased by the Client under this Agreement may perform differently from one another. Further, Safeguard’s account executives are not licensed brokers and their knowledge of Precious Metals and the Precious Metals marketplace may vary significantly, and such account executives’ earnings are based on the amount of sales they generate.
5. Investments by IRAs. Safeguard makes no representations regarding the tax consequences of holding Precious Metals as an investment in an Individual retirement account (“IRA”). Client expressly acknowledges that Client has been advised to seek independent tax advice, from a qualified professional, regarding the tax consequences of such an investment. Further, please note that holding Precious Metals as an investment in an IRA will result in additional fees charged by third parties, not Safeguard, such as depositary and custodial fees that would be charged directly to the Client by such third parties. In addition, there are no written requirements or proven methods in regards to how much or what percentage of Client’s retirement account should be invested in precious metals. Client can basically transfer orrollover any portion of his/her existing IRAorformer 401(K)into aPrecious Metals IRApertaining to Client’s financial needs.
6. Purchase Price:
(i) Precious Metals Sales. The selling price of the Precious Metals in a transaction will include Safeguard’s operating margin on the transaction.
The operating margin is the difference between Safeguard’s approximate acquiring cost of the Precious Metals and the price Client pays. The operating margin may be subject to negotiation and may be more or less than the operating margin quoted to others in similar transactions on the same day or other trading days, or charged to the Client in prior or future transactions. Safeguard’s operating margin quoted to the Client for most common bullion products (Safeguard Eagle, Canadian Maple Leaf, bars, etc...) is typically four percent (4%) for cash, and seven percent (7%) for IRA purchases. This may vary by the quantity, availability and the market timing in a transaction of the precious metals. Operating margin on coins with semi-numismatic or numismatic value and rare coins (Saint Gaudens, Morgan Dollars, all other graded coins etc...) is usually twenty percent (20%) and for Proof products is twenty-three percent (23%). This also varies depending on the type, rarity and quality of the precious metal. These are approximate numbers, and represent a general range of a typical transaction. The actual operating margin on any particular transaction can be any amount usually within, but also could be outside this range. It is Client's responsibility to verify the operating margin with their account executives before their orders are placed. Client will agree to and authorize all purchases verbally and/or in writing. Authorizations include but not limited to, item, sale price and quantity. The approximate cost and the buyback price for a product may be different from each other depending on market conditions and Safeguard's inventory. A shipping and insurance fee will be charged for each order shipped.
(ii) Client Quotes. You may request that Safeguard provide a quote on your Precious Metals holdings at any time. If you request such a quote, however, please specify whether you are looking to purchase additional Precious Metals or sell your existing holdings – as Safeguard’s “bid” (buy from a client) and “ask” (sell to a client) quotes will vary. Safeguard bases its quotes on a variety of factors, which are not necessarily tied or related to the prices quoted by, or factors considered by, its competitors.
(iii) Classification of Precious Metals. Whether or not a Precious Metal item is classified by Safeguard as Bullion, semi-Numismatic or Numismatic may depend upon a number of factors, objective and subjective, that may include the age of the Precious Metal item, its condition, its rarity and the possibility of additional copies being minted or discovered, the “notoriety” of the item in light of historical events or prior owners, its country of origin, and various other factors that Safeguard believes may be relevant. The Client acknowledges that Safeguard’s classification of Precious Metals is only an opinion and may change over time (e.g. if additional quantities of the item are discovered). In addition, in light of the inherent subjective nature of this classification process, other dealers or investors may classify the same Precious Metal item differently. Safeguard’s prices and spreads (as previously described) are based on its classification determination.
7. Grading of Precious Metals. Safeguard may purchase Precious Metals for resale to its clients. Safeguard will rely upon the opinions of independent grading services such as Numismatic Guaranty Corporation of America, ANACS and/or the Professional Coin Grading Service, Inc. Safeguard does not guarantee that the coins it sells will achieve the same grades from any independent grading service in the future, especially since grading is a subjective process and it is not uncommon for grading services, or individual examiners within the same grading service, to reach different conclusions regarding the appropriate grade fora particular Precious Metal item, and grading standards can evolve over time.
8. Repurchases Not Guaranteed. Safeguard is prohibited under the law from guaranteeing to repurchase Precious Metals that Safeguard sells, and Safeguard does not guarantee that it will repurchase any Precious Metal item that Client may purchase. Please note, however, that as of the date of the transmission of this Agreement, Safeguard has never refused the opportunity to repurchase Precious Metal items that a client purchased from Safeguard. If you wish to sell your Precious Metals in the future, we encourage you to first offer them to Safeguard. Should we make an offer to repurchase our Precious Metals, it is our current practice, which is subject to change at our sole discretion, to offer to repurchase Precious Metals that we commonly sell at the highest current wholesale price for such Precious Metals. Further, our repurchase offer may be raised or lowered on a daily, even hourly or more frequent basis, depending upon various market conditions, inventory needs, and the price and availability of comparable Precious Metals. Safeguard does not guarantee that any repurchase offer we may make will equal the price that Safeguard would pay to acquire the same denomination/type and grade of Precious Metal from a wholesaler or other seller, or that any offer made will be higher or equal to what someone else might offer for the same Precious Metals.
9. Safeguard’s Limited Representation/Warranty. Safeguard represents and warrants that, upon the delivery of Purchase Funds as provided herein and subject to the other terms and restrictions set forth in this Agreement, Safeguard will cause to be delivered to Client the denomination/type and grade of Precious Metals specified in Client’s order, as classified and/or graded by one of the following independent grading services: Numismatic Guaranty Corporation of America, ANACS and/or the Professional Coin Grading Service, Inc., or any other independent grading service of similar standing. This is the only representation and warranty that Safeguard provides, and Client may rely upon in purchasing Precious Metals from or selling Precious Metals to Safeguard. Neither Safeguard, nor any of its officers, agents, employees, account executives, or other representatives is authorized to make any other representations or warranties concerning any Precious Metals that Safeguard is selling or purchasing under this Agreement.
10. Safeguard’s Refund Policy.
i. Semi-Numismatic or Numismatic Coins or Bars. Client agrees to carefully inspect each delivery of Precious Metal items Client orders from Safeguard. If Client is dissatisfied with the quality of a semi-Numismatic or Numismatic coin or bar purchased from Safeguard for any reason, Client should immediately notify Safeguard in writing of such dissatisfaction.
Client notifies Safeguard in writing of its dissatisfaction and returns the semi-Numismatic or Numismatic coin or bar in question within fifteen (15) days of delivery of the semi-Numismatic or Numismatic coin or bar, and further, provided, that the returned semi-Numismatic or Numismatic coin or bar has not been removed from its original holder and is returned to Safeguard in the same condition as when it was shipped by Safeguard, then under those circumstances, Safeguard shall, in its sole discretion, either (x) replace the semi-Numismatic or Numismatic coin or bar in question with any other semi-Numismatic or Numismatic coin or bar of equal or greater value or (y) return Client’s Purchase Funds and void that particular transaction. If a transaction is voided, the client will be charged a 3% restocking fee for restocking, insurance and handling.
ii. Counterfeit Coins. Safeguard shall not be obliged to accept returns of any coins it has sold here under for refund other than counterfeit coins that are returned to Safeguard in their original holders within six months of purchase. Please note that in the case of counterfeit coins, Safeguard’s liability to Client shall be limited to, at Safeguard’s sole discretion, either the (x) replacement of the coins or (y) return of Client’s Purchase Funds and voiding of that particular transaction. Please further note that Safeguard hereby expressly disclaims any further liability to Client, including any liability for special or consequential damages or lost profits as a result of the purchase of the counterfeit coin. Moreover, Safeguard will not be liable in any event for a replacement or refund of the Client’s Purchase Funds for any counterfeit coins purchased by Client if more than six months have passed since the date of the original purchase regardless of when Client became aware of the possible claim.
iii. Bullion. All bullion transactions are final unless the purchased bullion item is proven to be false by a competent authority accepted as such by both Safeguard and Client.
11. Disclaimer of Express and Implied Warranties. EXCEPT AS SET FORTH IN SECTION 10, THE PRECIOUS METALS SOLD BY SAFEGUARD PURSUANT TO THIS AGREEMENT ARE SOLD ON AN “AS IS” BASIS AND SAFEGUARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE.
12. No Liability for Consequential Damages; Limitation of Liability. SAFEGUARD SHALL NOT IN ANY EVENT HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED OR ARISING FROM OR RELATED TO ANY TRANSACTION COVERED BY THIS AGREEMENT, EVEN IF SAFEGUARD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, SAFEGUARD’S LIABILITY TO CLIENT FOR ANY REASON AND UPON ANY CLAIMS SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE PRECIOUS METALS IN DISPUTE.
i. Governing Law; Jurisdiction and Venue. This Agreement shall be governed in all respects by the internal laws of the State of California as such laws are applied to agreements between California residents entered into and performed entirely in California, without regard to its conflict of law principals. Client acknowledges that Safeguard has its principal place of business in California and Client acknowledges and agrees that Client is transacting business in the State of California. Jurisdiction and venue for any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, or any other interaction between Safeguard and Client, shall be in Los Angeles, California, and any party making a claim against Safeguard in whatever form hereby submits to a personal jurisdiction in that forum for any and all purposes.
ii. Entire Agreement; Amendments by Safeguard. This Agreement constitutes the entire agreement and understanding between Safeguard and Client with respect to the matters set forth herein, and supersedes and replaces any prior or contemporaneous agreements and understandings, whether oral or written, between and among them with respect to such matters. Client shall not rely upon any statement made by or on behalf of Safeguard that is inconsistent with this Agreement. The provisions of this Agreement may be amended, modified, or waived only as provided for herein. A written waiver provided pursuant to this section shall be effective only in the specific instances and for the specific purpose for which given. No failure or delay on the part of Safeguard in the exercise of any right, power, or privilege here under shall operate as a waiver of any such right, power, or privilege or shall any such failure or delay preclude any other or further exercise thereof. Client hereby further agrees that Safeguard may amend this Agreement at any time, and from time to time; that Safeguard may give notice to Client of any amendment by mailing as provided in Section 13(iii) a copy of the amended Agreement, and that following such mailing, this Agreement as so amended shall govern any succeeding transactions between Client and Safeguard.
iii. Notices. Any notice required or permitted to be given by this Agreement shall be deemed to be given when personally delivered to the recipient thereof, when mailed by certified first class mail, return receipt requested, postage prepaid, or delivered by Federal Express or other reputable delivery service (e.g., UPS. etc.)to the appropriate recipient thereof, at the recipient's respective address set forth in this Agreement, or at any other address which a party may hereafter designate by written notice to the other party.
iv. Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in full force and effect.
v. Arbitration of Disputes. CLIENT UNDERSTANDS AND AGREES THAT BY SIGNING THIS AGREEMENT CLIENT IS AGREEING FOR HIMSELF/HERSELF, AND FOR CLIENT’S SUCCESSORS, ASSIGNS, HEIRS AND/OR ANY PARTY ACTING ON CLIENT’S BEHALF, THAT ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE SAFEGUARD ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND CLIENT AND SAFEGUARD HEREBY EXPRESSLY WAIVE TRIAL BY JURY. AS AN ALTERNATIVE, CLIENT MAY BRING A CLAIM IN A "SMALL CLAIMS", IF PERMITTED BY THAT SMALL CLAIMS COURT’S RULES.
CLIENT MAY BRING CLAIMS ONLY ON HIS/HER OWN BEHALF. NEITHER CLIENT NOR SAFEGUARD WILL PARTICIPATE IN A CLASS ACTION OR CLASS- WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT. CLIENT ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON'S ACCOUNT, IF SAFEGUARD IS A PARTY TO THE PROCEEDING. THIS DISPUTE RESOLUTION PROVISION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. IN THE EVENT THE SAFEGUARD ARBITRATION ASSOCIATION IS UNWILLING OR UNABLE TO SET A HEARING DATE WITHIN ONE HUNDRED AND SIXTY (160) DAYS OF FILING THE CASE, THEN EITHER SAFEGUARD OR YOU CAN ELECT TO HAVE THE ARBITRATION ADMINISTERED INSTEAD BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. CLIENT UNDERSTANDS AND AGREES THAT BY ENTERING INTO THIS AGREEMENT, CLIENT AND SAFEGUARD ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. IF THE PROHIBITION AGAINST CLASS ACTIONS AND OTHER CLAIMS BROUGHT ON BEHALF OF THIRD PARTIES CONTAINED ABOVE IS FOUND TO BE UNENFORCEABLE, THEN ALL OF THE PRECEDING LANGUAGE IN THIS ARBITRATION SECTION WILL BE NULL AND VOID. THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH SAFEGUARD. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION CLIENT AND SAFEGUARD EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT CLIENT AND SAFEGUARD SHALL LITIGATE EXCLUSIVELY IN THE COURTS LOCATED IN LOS ANGELES, CALIFORNIA.
vi. Force Majeure. Safeguard shall not be liable for any loss caused directly or indirectly by any exchange or market ruling, government restriction, any “force majeure” event (e.g. Acts of God, fire, war, terrorism, earthquake, flood, embargo, sabotage, explosion, bank failure, insurrections or civil commotions, riots, general internet or wireless communication or power failure, failure and/or error in or of Safeguard’s internal computer systems, labor shortage or dispute, or governmental act), or any other cause beyond the reasonable control of Safeguard.
vii. Descriptive Headings. The headings used in this Agreements are descriptive only and for the convenience of identifying the provisions hereof, and are not determinative of the meaning or effect of any of the provisions of this Agreement.
viii. Counterparts. This Agreement may be executed in counterparts, and each counterpart of this Agreement executed by one or more of the parties hereto shall be deemed an original of this Agreement, and it shall not be necessary in proving this Agreement to produce or account for more than one such counterpart. This Agreement and any agreements appended hereto or executed in connection with this Agreement may be signed and transmitted by facsimile, and any copy with a facsimile signature will be deemed a valid signature hereto or thereto and shall be deemed binding on the parties as if it were an original signature.
ix. No Construction Against Draftsman. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement or any portion thereof to be drafted.
x. Terminology. As used in this Agreement:(a) words of any gender shall mean and include as necessary corresponding neuter words or words of the masculine or feminine gender and (b) words in the singular shall mean and include as necessary the plural and vice versa.
AS EVIDENCED BY MY SIGNATURE BELOW, I HEREBY ACKNOWLEDGE THAT I READ, UNDERSTOOD AND HEREBY AGREE TO ALL OF THE TERMS SET FORTH IN THIS AGREEMENT
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Ownership and Limitations on Use of Website and Materials
The sole owner of the Safeguard Metals Shipping and Account Agreement documents (collectively, the “Account Documents” as well as the website (www.safeguardmetals.com), its related sister sites (such as websites, collectively the “website”) and all their contents is Safeguard Metals LLC. The contents of the Account Documents and/or website includes, without limitation, the text, graphics, images, logos, buttons, icons, and audio and visual materials contained or set forth therein.
Accordingly, you are only authorized to visit, view, and retain a single copy of pages of the Account Documents or the website solely for your own individual, personal, noncommercial use, and you shall not duplicate, download, copy, publish, modify or otherwise distribute or exploit any of the Account Documents or any material on the website for any purpose other than for your own individual, noncommercial use unless otherwise specifically authorized by us. Further, you may not “frame” or “mirror” (such as through the use of any html code) any content from the website onto any other website.