Bishop Gold Group Transaction Agreement
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PLACING AN ORDER FOR PRODUCTS INVOLVING PRECIOUS METALS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THE TERMS AND CONDITIONS HEREIN. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS AND THIS AGREEMENT. Bishop Gold Group1801 Century Park East, 24th Floor
Los Angeles, California 90067
Phone: (833) 488-8500 Bishop Gold Group and its affiliates, subsidiaries, and parent companies (“BGG” or “Company”) and Customer (collectively, the “Parties”) agree that the terms set forth in this Agreement shall govern all transactions between the Parties involving precious metals in any form or quantity, unless and until such time as it is amended or terminated pursuant to its terms.
1. Payment
Customer shall pay all invoiced amounts due to Company within five (5) days from the date of Company’s invoice. Customer’s failure to pay all amounts invoiced by Company shall constitute a material breach of this Agreement and entitle Company to damages and fees as provided herein. Customer’s failure to timely pay all amounts invoiced shall be subject to a liquidation fee.2. Delivery of Precious Metals for Non-IRA Transactions
Unless otherwise specified in writing at the time of Customer’s order regarding different delivery instructions, Company shall cause all precious metals and goods purchased to be delivered to Customer’s address as set forth on page 1 of this Agreement, no later than twenty-eight (28) days after Customer has paid all invoices and Company has verified that the purchase funds are backed by good funds. Company shall deliver precious metals and goods to Customer using Company’s standard methods for packaging and shipping such goods. Company may, in its sole discretion, without liability or penalty, make partial shipments to Customer, provided that all precious metals and goods are delivered to Customer within the timeframe herein. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.3. Disclosures Regarding Purchase Price
The purchase price Customer has agreed to pay Company includes Company’s profit margin and/or fees on the transaction. The price that Customer pays therefore is higher than the price paid when Company acquires the metals for retail sale to Customer. Within the precious metals industry, the difference between Company’s cost for the precious metals or goods purchased and the retail price quoted to Customer is known as the “Spread.” For Customer to make any profit, Customer’s precious metals must appreciate enough to surpass the cost of the Spread that Customer paid to Company. At the time that this Agreement was transmitted for Customer’s signature, (i) Company’s Spread on Bullion was generally between 1 and 10 percent and (ii) Company’s Spread on semi-Numismatic and Numismatic coins and bars was generally between 33 percent and 66 percent. These numbers, however, are only approximations, and are subject to change. Company shall disclose the actual Spread on Customer’s purchases to Customer during the purchase confirmation call. Company hereby discloses, and Customer acknowledges, that Company’s classification of precious metals as Bullion, semi-Numismatic or Numismatic is based on Company’s own classification standards and decision-making. Customer expressly acknowledges that other sellers may classify the same item differently for pricing purposes. Individual Retirement Account (“IRA”) transactions are more expensive to process and may require Company to assume a higher investment risk in connection with the transaction. Therefore, at the time this Agreement was transmitted for Customer’s signature, Company’s Spread on IRA transactions was generally between 33 percent and 66 percent. These numbers are approximations and the actual Spread is subject to change. Company shall disclose the actual Spread on Customer’s purchases during the purchase confirmation call.4. Re-Purchases
The law prohibits Company from guaranteeing that it will repurchase precious metals that Company sells. Company hereby discloses, and Customer acknowledges, that Company does not guarantee that it will repurchase any precious metals from Customer. In the event that Company makes a repurchase offer, the offer is subject to change and may be raised or lowered at Company’s discretion.5. Disclosures Regarding Investment Advice
Company purchases and sells precious metals and goods. Company is not an investment advisor, financial advisor, or retirement account fiduciary. Company does not provide legal or tax advice or retirement planning. Company will not provide any investment advice to Customer. Customer acknowledges that Company’s classification of precious metals as Bullion, semi-Numismatic, or Numismatic, determinations regarding the price of precious metals, and Company’s statements to Customer in connection with any transaction hereunder do not constitute investment, legal, or tax advice. Company’s sales representatives are commissioned salespersons, meaning their compensation is tied to the amount and profit margin of the precious metals they sell. The decisions involved in Customer’s purchase or sale of precious metals are the Customer’s decision alone. Customer acknowledges that these decisions were made subject to Customer’s own research and judgment. Customer understands that precious metals may appreciate, depreciate, or retain value over time depending on many factors beyond either party’s control and that precious metals do not yield income or pay dividends. Company has not, and cannot, guarantee or represent that the precious metals purchased or sold will appreciate or depreciate over any period of time. Any written or oral statements by Company or its representatives relating to future events or attributes of precious metals are opinions only and not statements of fact. Customer acknowledges that Customer did not rely on any such opinions when deciding to purchase or sell precious metals.6. Disclosures Regarding Grading
Company is not a grading service but relies upon the opinions and assessments of independent grading services such as the Professional Coin Grading Service (PCGS), Numismatic Guaranty Corporation of America (NGC), and ANACS. Grading is a subjective process, and Company does not guarantee that the graded precious metals it sells will achieve the same grades in the future. Company warrants that the precious metals it sells are not counterfeit. In the event of counterfeit precious metals, Company’s liability to Customer shall be limited, at Company’s sole discretion, to either (x) replacement of the metals or (y) refund of Customer’s purchase funds and voiding of the transaction. Customer expressly waives any other rights or remedies that may be waived under applicable law.7. Relationship of the Parties
Nothing in this Agreement creates any agency, partnership, franchise, joint venture, or employment relationship between the Parties, and neither Party shall have authority to bind the other. No relationship of exclusivity shall be construed from this Agreement.8. No Setoff
Customer shall not withhold, offset, recoup, or debit any amounts owed to Company under this Agreement against any amounts owed by Company or its affiliates under any other agreement.9. Disclaimer of Warranty
EXCEPT FOR THE WARRANTY SET FORTH HEREIN, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO GOODS AND PRECIOUS METALS SOLD TO CUSTOMER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.10. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.11. Dispute Resolution and Binding Arbitration
CUSTOMER AND COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION. ANY CLAIM, DISPUTE, OR CONTROVERSY BETWEEN CUSTOMER AND COMPANY ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION IN LOS ANGELES COUNTY, CALIFORNIA, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES. The Federal Arbitration Act shall govern interpretation and enforcement. The arbitrator shall have authority to grant any relief available in court, and any award may be entered as a judgment in any court of competent jurisdiction. Arbitration shall be on an individual basis only. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS OR PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER. If any provision of this arbitration clause is found unenforceable, the remainder shall be enforced.12. Choice of Law
This Agreement and any disputes arising hereunder shall be governed by the laws of the State of California, without regard to conflicts-of-law principles.13. Notices
All notices under this Agreement must be in writing and delivered by personal delivery, recognized courier, or certified mail to the addresses below: Notice to Company: Attn: Chief Operating OfficerBishop Gold Group 1801 Century Park East, 24th Floor Los Angeles, California 90067
