- Interpretation 4
- Consignment of goods 6
- Quality of goods 6
- Facility 6
- Inspection and rejection of goods 6
- Title and risk 6
- Consignee’s responsibilities before title passes 7
- Sale of Goods 7
- Sale and Payment 7
- Confidentiality 8
- Limitation of liability 9
- Insurance 9
- Compliance with laws and policies 10
- Commencement and term 10
- Termination 10
- Obligations on termination 11
- Survival 11
- General 11
Schedule 1 Facility 14
Schedule 2 Guidelines 15
These Terms and Conditions shall apply to all Consignment Forms, except as otherwise agreed between the Parties.
(A) The Consignor wishes the Consignee to sell the Goods in an Auction.
(B) The Consignee wishes to obtain delivery of goods on a consignment basis for the purpose of selling the Goods to one of its customers in an Auction.
(C) The Consignor is willing to deliver the consigned goods to the Consignee on the terms and conditions set out in this agreement.
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions: Auction an auction event run by the Consignee
Business Day– a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
Business Hours– the period from 9.00 am to 5.00 pm on any Business Day
Commencement Date– the date set out in the relevant Consignment Form
Commission– The commission set out within the applicable Consignment Form
Confidential Information– any information, which by its nature is confidential, concerning the business, affairs, customers, clients or suppliers of the other party
Consigned Goods– Goods shipped by the Consignor to the Consignee for the purpose of the Consignee selling such Goods in one of its Auctions
Consignment Form– a Consignment Form that the Consignor and the Consignee may from time to time enter into and which shall be subject to these terms and conditions
Customer– a party to whom the Consignee arranges the sale of the Goods on behalf of the Consignor
Facility– the Consignee’s premises as set out in Schedule 1
Force Majeure Event– an event or circumstance beyond a party’s reasonable control
Goods– the goods set out in the relevant Consignment Form
Price– the price agreed between the Consignor and the Consignee and set out in the applicable Consignment Form– and which would be payable by the Consignee to the Consignor in accordance with the Clause
Term– the term set out under the applicable Consignment Form
1.2 Clause and Schedule headings shall not affect the interpretation of this agreement.
1.3 person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 A reference to any party shall include that party’s personal representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9 A reference to writing or written includes email.
1.10 References to clauses and Schedules are to the clauses and Schedules of this agreement.
- Consignment of goods
2.1 During the Term the Consignor hereby grants Consignee the exclusive right to market and sell the Goods on behalf of the Consignor. For the avoidance of doubt, during the period prior to the Commencement Date, as set out within the applicable Consignment Form, the Consignor shall be free to sell the Goods even where they are being held by the Consignee.
2.2 Throughout the Term, the Consignor shall be prohibited from marketing, selling, discussing, or communicating in any way with third parties in relation to the Goods and in particular with a view to sell the Goods, or request the return of the Goods.
- Quality of goods
3.1 The Goods supplied by the Seller under this agreement shall:
(a) conform to the description set out under the relevant Consignment Form; and
(b) be of satisfactory quality.
4.1 The Consignee shall provide the Facility.
4.2 The Consignor may inspect the Facility during Business Hours with reasonable notice.
- Inspection and rejection of goods
5.1 The Consignee shall inspect all Consigned Goods delivered to the Facility as soon as reasonably practicable after their delivery to the Facility.
5.2 The Consignee may return any Consigned Goods that are:
(a) defective or that do not conform to their description; or
(b) where they are not listed on the relevant Consignment Form.
5.3 Any costs associated with the return of the Goods to the Consignor shall be at the expense of the Consignor, whether such costs are incurred prior to, after, or during the Term.
- Title and risk
6.1 Risk in the Consigned Goods passes to the Consignee when the Consigned Goods are unloaded at the Consignee’s premises, or other location as notified by the Consignee.
6.2 Title to Goods shall not pass to the Consignee until the Consignor receives payment in full for the Goods from the Consignee.
6.3 Subject to clause 6.4, the Consignee may sell, or resell, the Goods in the ordinary course of its business in accordance with clause 8 or clause 9.
6.4 During the Term the Consignor may not terminate the Consignee’s right under clause 6.3 to resell the Goods in the ordinary course of its business.
6.5 The Consignee acknowledges that it holds Consigned Goods in its possession as bailee for the Consignor until such time as title passes in accordance with clause 6.2.
6.6 Where Consignee has agreed to arrange for the Goods to be collected from the Consignor, which shall be at Consignor’s cost, upon collection and subject to clause 6.7, the Goods shall be insured by Consignor.
6.7 Where the Consignor has agreed for the Goods to be collected in accordance with clause 6.6, the Consignee shall ensure that it complies with the guidelines set out under Schedule 2 and confirm agreement and compliance with such guidelines at the time of collection.
- Consignee’s responsibilities before title passes
Until title passes to the Consignee or a Customer, the Consignee shall:
(a) keep the Consigned Goods in satisfactory condition; and
(b) give the Consignor such information as the Consignor may reasonably require from time to time relating to the Consigned Goods.
- Sale of Goods
8.1 During the Term, the Consignee may either:
(a) Sell the Goods in auction; or
(b) where the Goods have been sold in auction, but the high bidder has defaulted on their obligations to pay, the Consignee shall be within their right to:
(i) offer and sell the Goods to the underbidder, at the underbidder’s high bid (equal to one bid increment below the winning bid); or
(ii) offer and sell the Goods to any other bidder or customer the Consignee sees fit, at the underbidder’s high bid (equal to one bid increment below the winning bid).
- Sale and Payment
9.1 Where a Consignment Form sets out a Guarantee Price, the Consignor may sell the Goods below such price but guarantees to pay the Consignor the Guarantee Price, less the Commissions.
9.2 The Consignee shall pay the Consignor the Price within 35 days of a sale to a Customer, where the Customer in question has paid for the Goods within a period of 30 days of a sale.
9.3 If items remain unpaid by the Customer after a period of 30 days, then the Consignee shall have the ability to sell the Goods in accordance with Clause 8.1.
9.4 Consignee shall be able to choose Auctions as it sees fit and not be tied to list items in any particular Auction sale. Changes to listings may be required to happen whereby lots need to move to a future Auction.
9.5 Consignee may refuse to list specific Goods within a consignment at any time. Such unlisted Goods shall be returned to the Consignor within 7 days.
9.6 The Consignor is strictly prohibited from bidding on the Goods.
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s Confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10;
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
- Limitation of liability
11.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation.
11.2 Each party’s total liability to the other in relation to this agreement shall not exceed the value of the Goods.
11.3 Neither party shall be liable to the other for any:
(a) loss of profit;
(b) loss of goodwill;
(c) loss of business;
(d) loss of business opportunity; or
(e) special, indirect or consequential damage,
suffered by the other party that arises under or in connection with this agreement.
12.1 During this agreement, the Consignor shall maintain in force the following insurance policies with reputable insurance companies, at levels it deems reasonable in regard to the business it transacts from day to day:
(a) public liability insurance; and
(b) product liability insurance for claims arising from a single event or series of related events in a single calendar year.
12.2 The Consignee shall keep the Consigned Goods insured on the Consignor’s behalf for their full Insurance Value against all risks with an insurer that is reasonably acceptable to the Consignor from the date of their delivery to the Facility.
12.3 In the event of damage or loss occurring that is covered under one of the above policies of insurance, the Consignee shall be liable to the Consignor up to the Insurance Value as detailed in the relevant Consignment Form.
- Compliance with laws and policies
13.1 In performing its obligations under the agreement, the Consignee shall comply with all applicable laws, statutes, regulations from time to time in force
- Commencement and term
This agreement shall begin upon the Commencement Date and shall continue for the Term, unless terminated earlier in accordance with clause 15.
15.1 Without limiting its other rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this agreement and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) o 123(2);
(d) the other party begins negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company);
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 23.2(d) to clause 15.1(h) inclusive;
(j) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
(k) any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of three months.
- Obligations on termination
16.1 On termination of this agreement the Consignee shall:
(a) promptly return to the Consignor all Consigned Goods in its possession that have not been paid for or sold;
(b) erase all the Consignor’s Confidential Information from its computer systems (to the extent possible), and on request certify in writing it has complied with this requirement.
17.1 Termination of this agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.
17.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
18.1 Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from a Force Majeure Event.
18.2 Rights and remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.3 No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person
18.4 Assignment. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
18.5 Entire agreement.
(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
18.6 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.7 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) constitute a waiver of that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
18.8 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
(a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.9(a) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.10 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.
(a) This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
(b) No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
18.12 Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
Schedule 1 Facility
The Coin Cabinet office at 60 St. James’s street, First floor, London, SW1A 1LE
Schedule 2 Packing guidelines
Where the Consignor wishes for the Consignee to collect the Goods it shall adhere to the following guidelines. If items are not packed according to these guidelines they shall not be covered by the Consignee’s insurance, such that should the Goods arrive damaged the Consignor holds no responsibility or liability for such Goods and Consignor will not be reimbursed for the loss due to the damage.
Please note that you must notify us in advance of sending Goods. For our insurance to apply to your shipment, we must arrange and pay for the pickup. The cost of us providing this service will be deducted from the proceeds.
You can send Goods to us at your risk, but you must still notify us before proceeding with shipment.
Double wrapper clause applies to Raw (ungraded coins)
Double wrapper means ‘box in a box’ where a box can be a padded envelope but, but special conditions apply to raw coins.
The matrix below indicates the insurance cover for different types of packaging and coins.
|Single envelope||Single box||Envelope & envelope||Envelope & Box||Box & Envelope||Box & Box|
|Raw coin||Not covered||Not covered||Not covered||Full cover||Full cover||Full cover|
|Graded coin||Replace holder not covered||Full cover||Replace holder not covered||Full cover||Full cover||Full cover|
Packing the Coins
Raw coins (ungraded and uncertified coins).
• Raw coins shall be individually placed in plastic flips unless they are already in Royal Mint plastic capsules. Check that the flips and/or capsules are intact without cracks or holes and that there is a functioning closing mechanism. The flips and/or capsules shall be tightly closed so that coins do not fall out in transit;
• Raw coins that are in their original boxes can be left in the box, but Consignor must check that the capsules are functioning properly and are tightly closed.
Graded and certified coins
• These shall be individually wrapped in bubble wrap or other protective packaging, ensuring that this protective packaging does not come undone in transit.
Packing the Inner box
• All coins, whether raw or graded, shall be securely placed in the inner box. Whether using a box or padded envelope depends on the number of coins and whether they are raw or graded, but if using an envelope, this must be a padded type and it is recommended to be using a stronger material that can withstand some pressure from sharp objects. If using a box, this must be sturdy and not collapsing if pressure is applied to the outside. Make sure items in the inner box are tightly packed. Fill up with paper, bubble wrap or anything else to make sure items do not move around. Close the envelope or box securely, using tape if necessary.
Packing the Outer box
• Place the inner box (or envelope) inside an outer box or envelope. For example, if the inner box is an envelope, the outer box could be a larger and stronger envelope, or a box. If the inner box is a box, then the outer box provides extra security. The inner box should not move freely inside the outer box. Fill up with paper, bubble wrap or other packaging if necessary. If possible, use a box supplied by the courier of choice, such as a FedEx labelled box, or DHL labelled envelope.
• Plain wrapper clause: Do not advertise what is inside the parcel.
• Do not create Commercial invoices; we will provide these.
• Print Waybill label/s and any Commercial invoices and hand to the courier or place inside a pouch attached to the outside of the parcel.