Terms and Conditions of Dealer Membership
These Terms and Conditions are (a) incorporated into and made a part of the “Dealer Application” to which they are attached (and which together are referred to as, “the Agreement”) and (b) prevail over any inconsistent terms or conditions of the applicant or implied by law, trade custom, practice or course of dealing.
This Agreement is between the applicant (after acceptance referred to in these Terms and Conditions as the “Authorized Dealer”) and NGC International UK Limited (“NGC UK”). By completing the Dealer Application and submitting it to NGC UK you are applying to become an Authorized Dealer. Nothing in this Agreement obliges NGC UK to accept your application to become an Authorized Dealer.
1. Acceptance as Authorized Dealer
If NGC UK accepts applicant as “Authorized Dealer,” then Authorized Dealer, by signing below, agrees (i) that the terms of the Agreement apply to the Authorized Dealer’s membership of NGC UK; and (ii) to be bound by and comply with the procedures and rules of NGC UK governing submission of coins, paper money, comic books, magazines and other collectibles (the “Collectibles”) for grading, conservation, and restoration services (the “Services”), as the same may be prescribed or changed from time to time.
2. Use of Name
NGC UK and its affiliated companies (which include, but are not limited to, Numismatic Guaranty Corporation (“NGC”), a Florida, USA, corporation; Numismatic Conservation Services, LLC (“NCS”), a Florida, USA, limited liability company; Paper Money Guaranty, LLC (“PMG”), a Florida, USA, limited liability company; Certified Guaranty Company, LLC (“CGC”), a Florida, USA, limited liability company; and Classic Collectible Services, LLC (“CCS”), a Florida, USA, limited liability company (together, the “CCG Companies”) may use the Authorized Dealer’s name in periodic advertising in print and other advertising media with the Authorized Dealer’s permission, which will not be unreasonably withheld or delayed.
3. Other CCG Companies
Authorized Dealer acknowledges that this Dealer Application Form & Agreement consists of an application form only for NGC UK. If Authorized Dealer wishes to submit Collectibles directly to a CCG Company or a foreign affiliate of a CCG Company, Authorized Dealer must submit a separate application which incorporates the then-current terms and conditions of that CCG Company or its foreign affiliate, as applicable. Authorized Dealer further acknowledges and agrees that NGC UK and each CCG Company is a distinct and independent company that offers and separately provides different types of services for specific types of collectibles. Authorized Dealer hereby acknowledges and agrees that neither NGC UK nor any CCG Company shall have any liability whatsoever for any act or omission of the other, and to the maximum extent permitted by law, Authorized Dealer hereby irrevocably waives any such claim against NGC UK or any CCG Company arising out of the act or omission of the other.
NGC UK may immediately terminate this Agreement if the Authorized Dealer (i) fails or refuses to make timely and / or proper payment of any sums or financial obligations to NGC UK or any of the CCG Companies within fifteen (15) days of its receipt of written notice of such obligation from NGC UK or a CCG Company (ii) is charged with or becomes a party to any criminal offence, civil proceedings, regulatory action or proceedings or other proceeding in which Authorized Dealer or any of its principals, shareholders, directors, officers, members, managers, agents, or employees is accused of or charged with any act or omission that constitutes or involves allegations of dishonesty, fraud, deceit, theft of property (iii) takes any step or action in connection with entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (iv) engages in any activity or any conduct, act, or omission that in NGC UK or a CCG Company’s sole and exclusive discretion (without regard to reasonableness) threatens the reputation of or sheds a negative or disparaging light on Authorized Dealer, NGC UK or any CCG Company and / or the Collectibles industry(ies). Additionally, this Agreement may be terminated for any reason by either party upon fifteen (15) days’ written notice to the other party.
5. Consequences of Termination
On termination of this Agreement for any reason (i) the Authorized Dealer’s membership shall automatically cease; and (ii) the Authorized Dealer shall immediately pay all sums owing to NGC UK and the CCG Companies.
6. Rejection of Submissions
NGC UK hereby reserves the right in its sole and exclusive discretion, which may be exercised for any reason, without regard to reasonableness, to reject any item submitted to it for Services.
7. Status of Authorized Dealer
Authorized Dealer shall at all times be an independent contractor and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute the Authorized Dealer an agent of NGC UK for any purpose whatsoever. Authorized Dealer shall have no authority to bind NGC UK to any commitments or agreement or to make any public or private statement of corporate policy or intentions with respect to matters connected with the Services or otherwise.
Authorized Dealer shall indemnify and hold NGC UK and all of its affiliates (including, without limitation, the CCG Companies), and all of its and their respective principals, shareholders, directors, officers, members, managers, agents, or employees, harmless from and against all claims, liabilities, and expenses of any type or nature whatsoever (including reasonable legal fees) relating to or arising under this Agreement, and the transactions contemplated hereunder, except to the extent same are finally determined by a Court of law to have resulted primarily from the bad faith or willful misconduct of NGC UK or its affiliate.
9. No Limit of Liability
Nothing in this Agreement shall limit or exclude NGC UK’s liability for (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
10. Exclusion of Liability
Save as set out in clause 9, in no event shall NGC UK or any CCG Company or any of their affiliates, or any of its or their respective principals, shareholders, directors, officers, members, managers, agents, or employees, be liable to Authorized Dealer or any other party whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of or damage to goodwill; (f) loss of use or corruption of software, data or information; or (g) any indirect or consequential or exemplary damages, even if advised of the possibility of such damages.
11. Limit of Liability
Save as set out in clause 9, in no event shall the aggregate liability of NGC UK, its affiliates, or any of its or their respective principals, shareholders, directors, officers, members, managers, agents, or employees, exceed the fees paid or payable to NGC UK by Authorized Dealer for the Services in relation to which the act or omission giving rise to the liability occurred.
Save as set out in clause 9, Authorized Dealer’s sole and exclusive remedy, and NGC UK’s sole liability with respect to any of its Services shall be pursuant to the applicable written Guarantee (NGCcoin.uk/Guarantee, PMGnotes.uk/Guarantee or CGCcomics.uk/Guarantee), if any, offered in connection with such Service, and to the extent permitted by law the Authorized Dealer hereby irrevocably disclaims, releases and abandons all other rights and remedies in law or equity, and NGC UK hereby disclaims all other warranties or guaranties, express or implied, including without limitation the implied warranties or merchantability and fitness for a particular purpose.
13. Collector Membership
Authorized Dealer hereby acknowledges and agrees that it is not eligible for paid collector membership with NGC UK or any of the CCG Companies. In the event Authorized Dealer becomes, or attempts to become, a collector member of NGC UK or any of the CCG Companies, NGC UK may immediately revoke Authorized Dealer’s membership.
14. Entire Agreement
This Agreement, together with the relevant Guarantees and any related Submission Forms, constitutes the entire agreement between Authorized Dealer on the one hand, and NGC UK on the other and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Authorized Dealer acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Authorized Dealer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
15. Variation and priority
This Agreement may only be amended or modified by NGC UK providing 15 days’ written notice to Authorized Dealer; provided that (a) in the event of a conflict between the terms of this Agreement, the relevant Guarantee, and any related Submission Forms, the terms of the relevant Guarantee and the related Submission Forms will control, and (b) in the event of a conflict between the terms of the relevant Guarantee and any related Submission Forms, the terms of the relevant Guarantee will control.
A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the 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 the Agreement.
18. Third party rights
(a) Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement; and (b) The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
NGC UK may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. Authorized Dealer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
20. Governing law
The 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.
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 the Agreement or its subject matter or formation.
Revised: 19 June 2018